12/17/2025 | Press release | Distributed by Public on 12/17/2025 17:40
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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 | ||||||||
| Restricted Stock Units - LLYVK | (2) | 12/15/2025 | J(3) | V | 1,133 | (4) | (4) | Series C Liberty Live Common Stock | 1,133 | $ 0 (3) | 0 | D | |||
| Restricted Stock Units - LLYVK | (2) | 12/15/2025 | J(3) | V | 3,046 | 12/03/2026 | 12/03/2026 | Series C Liberty Live Common Stock | 3,046 | $ 0 (3) | 0 | D | |||
| Stock Option (Right to Buy) - LLYVK | $33.97 | 12/15/2025 | J(5) | V | 8,422 | (6) | 12/08/2030 | Series C Liberty Live Common Stock | 8,422 | $ 0 (5) | 0 | D | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Wendling Brian J 12300 LIBERTY BOULEVARD ENGLEWOOD, CO 80112 |
CAO/PFO | |||
| /s/ Brittany A. Uthoff as Attorney-in-Fact for Brian J. Wendling | 12/17/2025 | |
| **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) | On December 15, 2025, Liberty Media Corporation (the "Issuer") redeemed (the "Redemption") each share of its Series A Liberty Live common stock, Series B Liberty Live common stock and Series C Liberty Live common stock for one share of the corresponding series of Liberty Live Group common stock of Liberty Live Holdings, Inc. ("Liberty Live Holdings"). |
| (2) | Each restricted stock unit represents a contingent right to receive one share of Series C Liberty Live common stock. |
| (3) | In connection with the Redemption, all restricted stock units held by the reporting person with respect to the Issuer's Liberty Live common stock (each, a "Live RSU") were adjusted pursuant to the anti-dilution provisions of the incentive plan under which the Live RSUs were granted, such that each Live RSU was exchanged for a restricted stock unit with respect to an equivalent number of shares of the corresponding series of Liberty Live Group common stock of Liberty Live Holdings. |
| (4) | This restricted stock unit award will vest on December 9, 2026. |
| (5) | In connection with the Redemption, all option awards held by the reporting person with respect to the Issuer's Liberty Live common stock (each, a "Live Award") were adjusted pursuant to the anti-dilution provisions of the incentive plan under which the Live Awards were granted, such that each Live Award was exchanged for an option to purchase an equivalent number of shares of the corresponding series of Liberty Live Group common stock of Liberty Live Holdings. |
| (6) | This option award vests in three substantially equal installments on December 8, 2024, 2025, and 2026. |
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Remarks: The transactions and adjustments described above were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. |
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