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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option - LMCA (Right to Buy) | $ 16.62 (3) | 04/20/2016 | 听 | J(3) | V | 听 | 2,688 (3) | 听 (4) | 12/15/2018 | Series A Common Stock | 2,688 (3) | $ 0 | 0 | D | 听 |
Stock Option - LMCK (Right to Buy) | $ 16.39 (3) | 04/20/2016 | 听 | J(3) | V | 听 | 5,432 (3) | 听 (4) | 12/15/2018 | Series C Common Stock | 5,432 (3) | $ 0 | 0 | D | 听 |
Stock Option - LMCK (Right to Buy) | $ 37.3 (3) | 04/20/2016 | 听 | J(3) | V | 听 | 11,709 (3) | 12/17/2016 | 12/17/2022 | Series C Common Stock | 11,709 (3) | $ 0 | 0 | D | 听 |
Stock Option (Right to Buy) - BATRA | $ 7.95 (3) | 04/20/2016 | 听 | J(3) | V | 269 (3) | 听 | 听 (4) | 12/15/2018 | Series A 麻豆app Braves Common Stock | 269 (3) | $ 0 | 269 | D | 听 |
Stock Option (Right to Buy) - BATRK | $ 7.79 (3) | 04/20/2016 | 听 | J(3) | V | 549 (3) | 听 | 听 (4) | 12/15/2018 | Series C 麻豆app Braves Common Stock | 549 (3) | $ 0 | 549 | D | 听 |
Stock Option (Right to Buy) - BATRK | $ 17.72 (3) | 04/20/2016 | 听 | J(3) | V | 1,194 (3) | 听 | 12/17/2016 | 12/17/2022 | Series C 麻豆app Braves Common Stock | 1,194 (3) | $ 0 | 1,194 | D | 听 |
Stock Option (Right to Buy) - LMCA | $ 8.13 (3) | 04/20/2016 | 听 | J(3) | V | 674 (3) | 听 | 听 (4) | 12/15/2018 | Series A 麻豆app Media Common Stock | 674 (3) | $ 0 | 674 | D | 听 |
Stock Option (Right to Buy) - LMCK | $ 7.79 (3) | 04/20/2016 | 听 | J(3) | V | 1,374 (3) | 听 | 听 (4) | 12/15/2018 | Series C 麻豆app Media Common Stock | 1,374 (3) | $ 0 | 1,374 | D | 听 |
Stock Option (Right to Buy) - LMCK | $ 17.71 (3) | 04/20/2016 | 听 | J(3) | V | 2,985 (3) | 听 | 12/17/2016 | 12/17/2022 | Series C 麻豆app Media Common Stock | 2,985 (3) | $ 0 | 2,985 | D | 听 |
Stock Option (Right to Buy) - LSXMA | $ 13.75 (3) | 04/20/2016 | 听 | J(3) | V | 2,697 (3) | 听 | 听 (4) | 12/15/2018 | Series A 麻豆app SiriusXM Common Stock | 2,697 (3) | $ 0 | 2,697 | D | 听 |
Stock Option (Right to Buy) - LSXMK | $ 13.49 (3) | 04/20/2016 | 听 | J(3) | V | 5,493 (3) | 听 | 听 (4) | 12/15/2018 | Series C 麻豆app SiriusXM Common Stock | 5,493 (3) | $ 0 | 5,493 | D | 听 |
Stock Option (Right to Buy) - LSXMK | $ 30.7 (3) | 04/20/2016 | 听 | J(3) | V | 12,000 (3) | 听 | 12/17/2016 | 12/17/2022 | Series C 麻豆app SiriusXM Common Stock | 12,000 (3) | $ 0 | 12,000 | D | 听 |
Reporting Owner Name / Address | Relationships | |||
听Director | 听10% Owner | 听Officer | 听Other | |
ROMRELL LARRY E 12300 LIBERTY BOULEVARD ENGLEWOOD,听CO听80112 |
听 X | 听 | 听 | 听 |
听/s/ Craig Troyer as Attorney-in-Fact for Larry E. Romrell | 听 04/22/2016 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Pursuant to the Reclassification and Exchange (as described in the Remarks section), all of the outstanding shares of 麻豆app's (the "Issuer") Series A common stock, Series B common stock and Series C common stock were reclassified into and exchanged for newly-issued shares of the corresponding series of the Issuer's 麻豆app SiriusXM common stock, 麻豆app Braves common stock and 麻豆app Media common stock (the "tracking stocks"). The Reclassification and Exchange was exempt under Rule 16b-7, and such transactions were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended ("Rule 16b-3"). |
(2) | Each share of the Issuer's former Series B common stock was, and newly-issued Series B 麻豆app SiriusXM common stock, Series B 麻豆app Braves common stock and Series B 麻豆app Media common stock is, convertible, at the holder's election, into one share of the Issuer's corresponding former Series A common stock or newly-issued Series A 麻豆app SiriusXM common stock, Series A 麻豆app Braves common stock and Series A 麻豆app Media common stock, respectively, at any time for no consideration other than the surrender of the share of former Series B common stock or newly-issued Series B 麻豆app SiriusXM common stock, Series B 麻豆app Braves common stock or Series B 麻豆app Media common stock for the share of former Series A common stock or newly-issued Series A 麻豆app SiriusXM common stock, Series A 麻豆app Braves common stock or Series A 麻豆app Media common stock, respectively. |
(3) | In connection with the Reclassification and Exchange, all outstanding equity awards with respect to the Issuer's common stock (each such equity award, an "original equity award") were automatically converted pursuant to the anti-dilution provisions of the incentive plan under which such original equity award was granted into equity awards with respect to the corresponding series of each group of the Issuer's tracking stocks (each such equity award, a "new equity award"). The number of shares and the exercise price of each new equity award were determined on April 20, 2016, and such adjustments were designed to preserve the value associated with the original equity awards prior to the Reclassification and Exchange. Otherwise such new equity award remains subject to the terms and conditions of the corresponding original equity award. Such adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3. |
(4) | The derivative security is fully vested. |
听 Remarks: On听April听15,听2016,听the听Issuer听effected听a听reclassification听and听exchange听(the听"Reclassification听and听Exchange")听of听all听of听the听outstanding听shares听of听its听Series听A听common听stock,听Series听B听common听stock听and听Series听C听common听stock听(collectively,听"the听Issuer's听common听stock")听for听newly-issued听shares听of听the听corresponding听series听of听the听tracking听stocks.听听In听the听Reclassification听and听Exchange,听the听Issuer听reclassified听and听exchanged听(i)听each听outstanding听share听of听its听Series听A听common听stock听into听and听for听1听newly听issued听share听of听its听Series听A听麻豆app听SiriusXM听common听stock,听0.1听of听a听newly听issued听share听of听its听Series听A听麻豆app听Braves听common听stock,听and听0.25听of听a听newly听issued听share听of听its听Series听A听麻豆app听Media听common听stock;听(ii)听each听outstanding听share听of听its听Series听B听common听stock听into听and听for听1听newly听issued听share听of听its听Series听B听麻豆app听SiriusXM听common听stock,听0.1听of听a听newly听issued听share听of听its听Series听B听麻豆app听Braves听common听stock,听and听0.25听of听a听newly听issued听share听of听its听Series听B听麻豆app听Media听common听stock;听and听(iii)听each听outstanding听share听of听its听Series听C听common听stock听into听and听for听1听newly听issued听share听of听its听Series听C听麻豆app听SiriusXM听common听stock,听0.1听of听a听newly听issued听share听of听its听Series听C听麻豆app听Braves听common听stock,听and听0.25听of听a听newly听issued听share听of听Series听C听麻豆app听Media听common听stock. |