Sec Form 4 Filing - COLE ANDREW @ Liberty Global plc - 2017-12-29

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
COLE ANDREW
2. Issuer Name and Ticker or Trading Symbol
Liberty Global plc [ LBTY]
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)
161 HAMMERSMITH ROAD
3. Date of Earliest Transaction (MM/DD/YY)
12/29/2017
(Street)
LONDON, X0
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
LiLAC Class A 12/29/2017 J( 1 ) V 3,420 D $ 0 0 D
LiLAC Class C 12/29/2017 J( 1 ) V 8,321 D $ 0 0 D
LiLAC Class A 12/29/2017 J( 1 ) V 3 D $ 0 0 I By Daughter
Liberty Global Class A 12/31/2017 A 35 ( 2 ) A $ 35.84 19,612 D
Liberty Global Class C 12/31/2017 A 73 ( 2 ) A $ 33.84 49,922 D
Liberty Global Class A 32 I By Daughter
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
Liberty Global Class A Share Fund Units ( 3 ) ( 4 ) 12/29/2017 A 52 ( 4 ) ( 4 ) Liberty Global Class A 52 ( 5 ) 1,505 D
Liberty Global Class C Share Fund Units ( 3 ) ( 4 ) 12/29/2017 A 109 ( 4 ) ( 4 ) Liberty Global Class C 109 ( 5 ) 3,040 D
LiLAC Class A Share Fund Units ( 6 ) ( 4 ) 12/29/2017 D 93 ( 4 ) ( 4 ) LiLAC Class A 93 ( 7 ) 0 D
LiLAC Class C Share Fund Units ( 6 ) ( 4 ) 12/29/2017 D 187 ( 4 ) ( 4 ) LiLAC Class C 187 ( 7 ) 0 D
Liberty Global Class A Share Fund Units ( 4 ) 12/31/2017 A 198 ( 5 ) ( 4 ) ( 4 ) Liberty Global Class A 198 ( 5 ) 1,703 D
Liberty Global Class C Share Fund Units ( 4 ) 12/31/2017 A 418 ( 5 ) ( 4 ) ( 4 ) Liberty Global Class C 418 ( 5 ) 3,458 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
COLE ANDREW
161 HAMMERSMITH ROAD
LONDON, X0
X
Signatures
/s/ Michelle L. Keist, attorney-in-fact 01/03/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Split-Off (as described in the Remarks section), all of the outstanding ordinary shares of Liberty Global plc's (the "Issuer") Class A LiLAC ordinary shares, Class B LiLAC ordinary shares and Class C LiLAC ordinary shares were redesignated as deferred shares (with virtually no economic rights) and those deferred shares were transferred for no consideration to a third-party designee. The Split-Off was exempt pursuant to Rule 16b-7 under the Securities Exchange Act of 1934, as amended.
( 2 )Acquired in accordance with the terms of the Liberty Global 2014 Nonemployee Director Incentive Plan for the equity portion of the fees paid to the Reporting Person for his services as a director. The number of shares was determined using the closing market price of the applicable class of ordinary shares on December 29, 2017.
( 3 )This share fund unit was granted as a result of the adjustments described in this footnote. In connection with the completion of the Split-Off, all share fund units held by the reporting person with respect to the Issuer's LiLAC ordinary shares (each, a "Pre-Split LiLAC Unit") were converted under the Deferred Compensation Plan, such that the reporting person (i) disposed of the Pre-Split LiLAC Unit and (ii) received a share fund unit relating to shares of the corresponding class of the Issuer's Liberty Global ordinary shares. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
( 4 )The share fund units represent the economic equivalent of one share of the corresponding class of the Issuer's ordinary shares. The share fund units confer no voting or other rights of stock ownership. The share fund units will be payable, in shares of the corresponding class of the Issuer's ordinary shares, in accordance with the Deferred Compensation Plan.
( 5 )The share fund units represent the deferral of shares for a portion of the fees paid to the Reporting Person for his services as a director. The number of share fund units acquired is based on the closing prices of the Issuer's applicable class of ordinary shares on December 29, 2017, with the value of any fractional shares deferred in cash.
( 6 )This share fund unit was disposed of as a result of the adjustments described in this footnote. In connection with the completion of the Split-Off, all Pre-Split LiLAC Units were converted under the Deferred Compensation Plan, such that the reporting person (i) disposed of the Pre-Split LiLAC Unit and (ii) received a share fund unit relating to shares of the corresponding class of the Issuer's Liberty Global ordinary shares. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
( 7 )The share fund units represent the deferral of shares for a portion of the fees paid to the Reporting Person for his services as a director. The number of share fund units acquired was based on the closing prices of the Issuer's applicable class of ordinary shares on the respective grant dates of such share fund units, with the value of any fractional shares deferred in cash.

Remarks:
On December 29, 2017, the Issuer effected the split-off of its wholly owned subsidiary, Liberty Latin America Ltd. ("Splitco"), by distributing Splitco's common shares (the "distribution") to the holders of the Issuer's LiLAC Ordinary Shares. Immediately following the distribution, the LiLAC Ordinary Shares were redesignated as deferred shares (with virtually no economic rights) and those deferred shares were transferred for no consideration to a third-party designee (such transactions together with the distribution, the "Split-Off"). In the distribution, holders of LiLAC Ordinary Shares received one share of the same class of common shares of Splitco for each LiLAC Ordinary Share held by them at 5:00 p.m., New York City time, on December 29, 2017. The trading symbols for the Issuer's classes of ordinary shares are LBTYA, LBTYB and LBTYK.

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