Sec Form 4 Filing - MALONE JOHN C @ Liberty Media Corp - 2020-05-27

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
MALONE JOHN C
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 X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman of the Board
(Last) (First) (Middle)
12300 LIBERTY BOULEVARD
3. Date of Earliest Transaction (MM/DD/YY)
05/27/2020
(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
Series C Liberty SiriusXM Common Stock 05/27/2020 M 21,650 A $ 25.47 750,707 ( 1 ) I By Spouse ( 2 )
Series C Liberty SiriusXM Common Stock 05/27/2020 M 46,068 A $ 25.47 588,916 ( 1 ) I John C. Malone June 2003 Charitable Remainder Unitrust
Series C Liberty SiriusXM Common Stock 14,027,255 ( 3 ) D
Series C Liberty SiriusXM Common Stock 129 ( 4 ) I By 401(k) Savings Plan
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
Subscription Right (Right to Buy) - LSXMK ( 5 ) $ 25.47 05/27/2020 M 21,650 ( 6 ) ( 7 ) Series C Liberty SiriusXM Common Stock 21,650 $ 0 78,016 I By Spouse ( 2 )
Subscription Right (Right to Buy) - LSXMK ( 5 ) $ 25.47 05/27/2020 M 46,068 ( 6 ) ( 7 ) Series C Liberty SiriusXM Common Stock 46,068 $ 0 250,974 ( 8 ) I John C. Malone June 2003 Charitable Remainder Unitrust
Subscription Right (Right to Buy) - LSXMK $ 25.47 ( 6 ) ( 7 ) Series C Liberty SiriusXM Common Stock 834,646 834,646 ( 9 ) D
Subscription Right (Right to Buy) - LSXMK $ 25.47 ( 6 ) ( 7 ) Series C Liberty SiriusXM Common Stock 575,000 575,000 ( 10 ) I John C. Malone 1997 Charitable Remainder Unitrust
Subscription Right (Right to Buy) - LSXMK $ 25.47 ( 6 ) ( 7 ) Series C Liberty SiriusXM Common Stock 575,000 575,000 ( 10 ) I Malone Starz 2015 Charitable Remainder Trust
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MALONE JOHN C
12300 LIBERTY BOULEVARD
ENGLEWOOD, CO80112
X X Chairman of the Board
Signatures
/s/ Craig Troyer as Attorney-in-Fact for John C. Malone 05/29/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes the following distributions by the John C. Malone June 2003 Charitable Remainder Unitrust: (a) 55,836 Series C Liberty SiriusXM shares on June 27, 2019, in equal amounts of 27,918 Series C Liberty SiriusXM shares to each of the reporting person and the reporting person's spouse, (b) 50,060 Series C Liberty SiriusXM shares on September 30, 2019, in equal amounts of 25,030 Series C Liberty SiriusXM shares to each of the reporting person and the reporting person's spouse, and (c) 22,850 Series C Liberty SiriusXM shares on December 30, 2019, in equal amounts of 11,425 Series C Liberty SiriusXM shares to each of the reporting person and the reporting person's spouse.
( 2 )The reporting person disclaims beneficial ownership of these shares owned by his spouse.
( 3 )Includes the following distributions by the John C. Malone June 2003 Charitable Remainder Unitrust: (a) 55,836 Series C Liberty SiriusXM shares on June 27, 2019, in equal amounts of 27,918 Series C Liberty SiriusXM shares to each of the reporting person and the reporting person's spouse, (b) 50,060 Series C Liberty SiriusXM shares on September 30, 2019, in equal amounts of 25,030 Series C Liberty SiriusXM shares to each of the reporting person and the reporting person's spouse, and (c) 22,850 Series C Liberty SiriusXM shares on December 30, 2019, in equal amounts of 11,425 Series C Liberty SiriusXM shares to each of the reporting person and the reporting person's spouse. Also includes 226 Series C Liberty SiriusXM shares previously held in the reporting person's 401(k) savings plan that were distributed to the reporting person on November 27, 2019 and are now owned directly.
( 4 )The number of shares reported as held in the reporting person's 401(k) is based on a statement from the Plan Administrator dated as of April 30, 2020.
( 5 )The rights offering is subject to termination or extension by the Issuer at any time prior to consummation.
( 6 )The rights offering commenced on May 18, 2020.
( 7 )The rights offering will expire at 5:00 p.m., New York City time, on June 5, 2020 unless extended by the Issuer.
( 8 )Includes 200,000 rights to acquire shares of the Issuer's Series C Liberty SiriusXM common stock received by the reporting person in a pro rata distribution on May 15, 2020. Such rights were transfered to a charitable remainder trust of which the reporting person is sole trustee and, together with his spouse, retains a unitrust interest in the trust.
( 9 )The number of rights to acquire shares of the Issuer's Series C Liberty SiriusXM common stock received by the reporting person in a pro rata distribution on May 15, 2020 was decreased as a result of the transfers described in Footnotes 8 and 10.
( 10 )Includes 575,000 rights to acquire shares of the Issuer's Series C Liberty SiriusXM common stock received by the reporting person in a pro rata distribution on May 15, 2020. Such rights were transfered to a charitable remainder trust of which the reporting person is sole trustee and, together with his spouse, retains a unitrust interest in the trust.

Remarks:
Exhibit 24: Power of Attorney

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