Sec Form 4 Filing - BENNETT ROBERT R @ Liberty Media Corp - 2023-08-04

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
BENNETT ROBERT R
2. Issuer Name and Ticker or Trading Symbol
Liberty Media Corp [ LSXMA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
12300 LIBERTY BOULEVARD
3. Date of Earliest Transaction (MM/DD/YY)
08/04/2023
(Street)
ENGLEWOOD, CO80112
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Forward Sale Contract (obligation to sell) ( 1 ) ( 2 ) ( 3 ) 08/04/2023 J( 1 )( 2 )( 3 ) V 1 ( 1 )( 2 )( 3 ) ( 1 )( 2 )( 3 ) Series C Liberty Live Common Stock 16,333 ( 1 ) ( 2 ) ( 3 ) 1 I See Footnote ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BENNETT ROBERT R
12300 LIBERTY BOULEVARD
ENGLEWOOD, CO80112
X
Signatures
/s/ Brittany A. Uthoff as Attorney-in-Fact for Robert R. Bennett 09/01/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As previously reported, on December 5, 2019, the reporting person, through a limited liability company (the "LLC") owned and controlled by the reporting person and his wife, entered into a prepaid variable forward sale contract with an unaffiliated third party buyer referencing shares of Series C Liberty Formula One Common Stock. On August 4, 2023, pursuant to the terms of the forward sale contract, the third party buyer adjusted the terms of the forward sale contract to account for the reclassification and exchange of the Series C Liberty Formula One Common Stock, as described in the issuer's Form S-4 (SEC File No. 333-268921).
( 2 )Pursuant to such adjustment, the LLC and the third party buyer were deemed to enter into a forward sale which obligates the LLC to deliver to the buyer up to an aggregate of 16,333 shares of Series C Liberty Live Common Stock (the "Shares") (or, at the LLC's election, an equivalent amount of cash based upon the market price of the Shares at that time) over the course of the maturity dates of the forward sale contract (December 5, 6 and 9, 2024). The LLC did not receive any payment and there were no other changes to the terms of the forward sale contract as a result of the adjustment. The LLC pledged 16,333 Shares (the "Pledged Shares") to secure its obligations in connection with the adjustment and retained dividend and voting rights in the Pledged Shares during the term of the pledge.
( 3 )The number of Shares to be delivered to the buyer on the maturity dates is to be determined as follows: (a) if the volume-weighted average price at which the Shares on the relevant maturity date (the "Settlement Price") is less than or equal to $21.00 per share (the "Floor Price"), the LLC will deliver to the buyer all of the Pledged Shares related to that maturity date, (b) if the Settlement Price is between the Floor Price and $24.35 (the "Cap Price"), the LLC will deliver to the buyer a number of Shares having a value (based upon the then market price) equal to the Floor Price, and (c) if the Settlement Price is greater than the Cap Price, the LLC will deliver to the purchaser a number of Shares having a value (based upon the then market price) equal to the Floor Price plus the difference between the Settlement Price and the Cap Price.
( 4 )The forward sale contract is between an unaffiliated third party buyer and the LLC. The LLC is the record holder of the Pledged Shares.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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