Sec Form 13G Filing - Luxor Capital Group LP filing for Liberty Global Ltd. (LBTY) - 2024-02-14

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

SCHEDULE 13G

(RULE 13d - 102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)

(Amendment No. 1)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ]            Rule 13d-1(b)

[X]            Rule 13d-1(c)

[ ]            Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Liberty Global PLC (“Issuer”)

Griffin House, 161 Hammersmith Rd

London, United Kingdom W6 8BS

The names of the persons filing this statement on Schedule 13G are (collectively, the “Reporting Persons”):

•	Luxor Capital Partners, LP, a Delaware limited partnership (the “Onshore Fund”);

•	Luxor Capital Partners Offshore Master Fund, LP, a Cayman Islands exempted limited partnership (the “Offshore Master Fund”);

•	Luxor Capital Partners Offshore, Ltd., a Cayman Islands exempted company (the “Offshore Feeder Fund”);

•	Luxor Capital Partners Long Offshore Master Fund, LP, a Cayman Islands limited partnership (the “Long Offshore Master Fund”);

•	Luxor Capital Partners Long Offshore, Ltd., a Cayman Islands exempted company (the “Long Offshore Feeder Fund”);

•	Thebes Offshore Master Fund, LP, a Cayman Islands limited partnership (the “Thebes Master Fund”);

•	LCG Holdings, LLC, a Delaware limited liability company (“LCG Holdings”);

•	Luxor Capital Group, LP, a Delaware limited partnership (“Luxor Capital Group”);

•	Luxor Management, LLC, a Delaware limited liability company (“Luxor Management”);  and

•	Christian Leone, a United States citizen (“Mr. Leone”).

The Offshore Master Fund is a subsidiary of the Offshore Feeder Fund.  The Long Offshore Master Fund is a subsidiary of the Long Offshore Feeder Fund. LCG Holdings is the general partner of the Onshore Fund, the Offshore Master Fund, the Long Offshore Master Fund and the Thebes Master Fund.  Luxor Capital Group acts as the investment manager of the Onshore Fund, the Offshore Feeder Fund, the Offshore Master Fund, the Long Offshore Feeder Fund, the Long Offshore Master Fund and the Thebes Master Fund (collectively, the “Funds”). Luxor Management is the general partner of Luxor Capital Group.  Mr. Leone is the managing member of Luxor Management.  Mr. Leone is the managing member of LCG Holdings.

By virtue of these relationships, LCG Holdings may be deemed to have voting and dispositive power with respect to the Ordinary Shares (as defined below) beneficially owned by the Onshore Fund, the Offshore Master Fund, the Long Offshore Master Fund and the Thebes Master Fund. By virtue of these relationships, each of Luxor Capital Group, Luxor Management and Mr. Leone may be deemed to have voting and dispositive power with respect to the Ordinary Shares beneficially owned by the Funds.

The principal business address of each of the Onshore Fund, Luxor Capital Group, Luxor Management, LCG Holdings and Mr. Leone is 7 Times Square, 43rd Floor, New York, New York 10036.

The principal business address of each of the Offshore Master Fund, the Offshore Feeder Fund, the Long Offshore Master Fund, the Long Offshore Feeder Fund and the Thebes Master Fund is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

Mr. Leone is a citizen of the United States.

Each of Luxor Management and LCG Holdings is a limited liability company formed under the laws of the State of Delaware.

Each of the Onshore Fund and Luxor Capital Group is a limited partnership formed under the laws of the State of Delaware.

Each of the Offshore Feeder Fund and the Long Offshore Feeder Fund is an exempted company formed under the laws of the Cayman Islands.

Each of the Offshore Master Fund, the Long Offshore Master Fund and the Thebes Master Fund is an exempted limited partnership formed under the laws of the Cayman Islands.

Class A ordinary shares, $0.01 nominal value (the “Ordinary Shares”)

G5480U104

As of the close of business on December 31, 2023,

(i)	The Onshore Fund beneficially owned 3,996,927 Ordinary Shares, including 1,837,300 Ordinary Shares underlying call options currently exercisable;

(ii)

The Offshore Master Fund beneficially owned 2,439,815 Ordinary Shares, including 1,144,200 Ordinary Shares underlying call options currently exercisable. The Offshore Feeder Fund, as the owner of a controlling interest in the Offshore Master Fund, may be deemed to have beneficially owned the Ordinary Shares beneficially owned by the Offshore Master Fund;

(iii)

The Long Offshore Master Fund beneficially owned 69,352 Ordinary Shares, including 18,500 Ordinary Shares underlying call options currently exercisable. The Long Offshore Feeder Fund, as the owner of a controlling interest in the Long Offshore Master Fund, may be deemed to have beneficially owned the Ordinary Shares beneficially owned by the Long Offshore Master Fund;

(iv)	The Thebes Master Fund beneficially owned 999,465 Ordinary Shares;

(v)

LCG Holdings, as the general partner of the Onshore Fund, the Offshore Master Fund,  the Long Offshore Master Fund and the Thebes Master Fund, may be deemed to have beneficially owned the 7,505,559 Ordinary Shares beneficially owned by the Onshore Fund, the Offshore Master Fund and the Thebes Master Fund, including 3,000,000 Ordinary Shares underlying call options currently exercisable;

(vi)	Luxor Capital Group, as the investment manager of the Funds, may be deemed to have beneficially owned the 7,505,559 Ordinary Shares beneficially owned by the Funds, including 3,000,000 Ordinary Shares underlying call options currently exercisable;

(vii)

Luxor Management, as the general partner of Luxor Capital Group, may be deemed to have beneficially owned the 7,505,559 Ordinary Shares beneficially owned by Luxor Capital Group, including 3,000,000 Ordinary Shares underlying call options currently exercisable; and

(viii)

Mr. Leone, as the managing member of Luxor Management, may be deemed to have beneficially owned the 7,505,559 Ordinary Shares beneficially owned by Luxor Management, including 3,000,000 Ordinary Shares underlying call options currently exercisable.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].

Not applicable.

Not applicable.

Not applicable.

By signing below each of the undersigned certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated:  February 14, 2024