06/02/2026 | Press release | Distributed by Public on 06/02/2026 17:56
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Share Units B | (1) | 06/01/2026 | A | 649,086 | (1) | (1) | Class B Common Shares | 649,086 | $ 0 | 649,086 | D | ||||
| Restricted Share Units B | (2) | 06/01/2026 | A | 519,268 | (3) | (3) | Class B Common Shares | 519,268 | (2) | 519,268 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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FRIES MICHAEL T 1550 WEWATTA STREET, STE 1000 DENVER, CO 80202 |
X | President & CEO | ||
| /s/ Michael T. Fries | 06/01/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Performance Share Units ("PSU") issued as part of the reporting person's annual award under the 2026 Long Term Incentive Plan (the "Plan") on the same terms as apply to all eligible employees. For Mr. Fries as CEO, under his employment agreement he has the ability to receive his PSU awards in Class B common shares and therefore in his case each PSU represents a contingent right to receive one class B common share. Pursuant to the Plan, PSUs are subject to performance conditions (applicable to all participating employees) based upon achievement of stock price hurdles over a three-year period from January 1, 2026 to December 31, 2028 with "cliff' vesting on February 15, 2029, assuming continued employment. PSUs will vest from 0-100 percent, with an opportunity to earn more if there is overperformance, capped at 200 percent. The Company filed a Form 8-K on April 1, 2026 describing the terms of the Plan. |
| (2) | Restricted Share Units ("RSU") issued as part of the reporting person's annual award under the Plan on the same terms as apply to all eligible employees. For Mr. Fries as CEO, under his employment agreement he has the ability to receive his RSU awards in Class B common shares and therefore in his case each RSU represents a right to receive one class B common share. |
| (3) | The RSUs vest in three equal annual installments commencing on May 1, 2027. |
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Remarks: The trading symbols for the Issuer's classes of common shares are LBTYA, LBTYB, and LBTYK. |
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