Sec Form 5 Filing - FRIES MICHAEL T @ Liberty Global plc - 2017-12-31

Insider filing report for Changes in Beneficial Ownership
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FORM 5
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
FRIES MICHAEL T
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
X __ Officer (give title below) _____ Other (specify below)
President & CEO
(Last) (First) (Middle)
161 HAMMERSMITH ROAD
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2017
(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 211,673 D $ 0 0 D
LiLAC Class A 12/29/2017 J( 1 ) V 345 D $ 0 0 I By 401(k) Plan
LiLAC Class B 12/29/2017 J( 1 ) V 175,867 D $ 0 0 D
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
LiLAC Share Appreciation Rights A $ 21.43 12/29/2017 J( 2 ) V 28,480 ( 3 ) 05/01/2024 LiLAC Class A 28,480 $ 0 0 D
LiLAC Share Appreciation Rights A $ 37.53 12/29/2017 J( 2 ) V 10,594 ( 4 ) 05/01/2023 LiLAC Class A 10,594 $ 0 0 D
LiLAC Share Appreciation Rights A $ 39.48 12/29/2017 J( 2 ) V 26,436 ( 4 ) 05/01/2023 LiLAC Class A 26,436 $ 0 0 D
LiLAC Share Appreciation Rights A $ 50.55 12/29/2017 J( 2 ) V 19,603 ( 5 ) 05/01/2022 LiLAC Class A 19,603 $ 0 0 D
LiLAC Share Appreciation Rights A $ 45.52 12/29/2017 J( 2 ) V 7,882 ( 5 ) 05/01/2022 LiLAC Class A 7,882 $ 0 0 D
LiLAC Share Appreciation Rights A $ 38.94 12/29/2017 J( 2 ) V 25,171 ( 6 ) 05/01/2021 LiLAC Class A 25,171 $ 0 0 D
LiLAC Share Appreciation Rights A $ 35.06 12/29/2017 J( 2 ) V 10,082 ( 6 ) 05/01/2021 LiLAC Class A 10,082 $ 0 0 D
LiLAC Share Appreciation Rights A $ 30.02 12/29/2017 J( 2 ) V 48,562 ( 7 ) 06/24/2020 LiLAC Class A 48,562 $ 0 0 D
LiLAC Share Appreciation Rights A $ 33.35 12/29/2017 J( 2 ) V 121,223 ( 7 ) 06/24/2020 LiLAC Class A 121,223 $ 0 0 D
LiLAC Share Appreciation Rights A $ 31.91 12/29/2017 J( 2 ) V 2,149 ( 7 ) 05/01/2020 LiLAC Class A 2,149 $ 0 0 D
LiLAC Share Appreciation Rights A $ 35.44 12/29/2017 J( 2 ) V 5,363 ( 7 ) 05/01/2020 LiLAC Class A 5,363 $ 0 0 D
LiLAC Share Appreciation Rights A $ 21.53 12/29/2017 J( 2 ) V 2,280 ( 7 ) 05/01/2019 LiLAC Class A 2,280 $ 0 0 D
LiLAC Share Appreciation Rights A $ 23.91 12/29/2017 J( 2 ) V 5,689 ( 7 ) 05/01/2019 LiLAC Class A 5,689 $ 0 0 D
LiLAC Share Appreciation Rights A $ 20.03 12/29/2017 J( 2 ) V 2,408 ( 7 ) 05/01/2018 LiLAC Class A 2,408 $ 0 0 D
LiLAC Share Appreciation Rights A $ 22.25 12/29/2017 J( 2 ) V 6,009 ( 7 ) 05/01/2018 LiLAC Class A 6,009 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FRIES MICHAEL T
161 HAMMERSMITH ROAD
LONDON, X0
X President & CEO
Signatures
/s/ Michael T. Fries 02/13/2018
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 (the "Act").
( 2 )In connection with the Split-Off, the SARs were converted on a one-for-one basis, pursuant to the anti-dilution provisions of the plan under which the SARs were granted, to SARs of Splitco with the same terms, conditions and share class as the Issuer's SARs. These transactions were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Act.
( 3 )The SARs provide for vesting of 12.5% of the shares on November 1, 2017, and the remaining shares in 14 equal quarterly installments commencing February 1, 2018.
( 4 )The SARs provide for vesting of 12.5% of the shares on November 1, 2016, and the remaining shares in 14 equal quarterly installments commencing February 1, 2017.
( 5 )The SARs provide for vesting of 12.5% of the shares on November 1, 2015, and the remaining shares in 14 equal quarterly installments commencing February 1, 2016.
( 6 )The SARS provide for vesting of 12.5% of the shares on November 1, 2014, and the remaining shares in 14 equal quarterly installments commencing February 1, 2015.
( 7 )The SARs are immediately exercisable.

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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