- Statement of Changes in Beneficial Ownership (4)
September 27 2011 - 4:51PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Expires:
November 30, 2011
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
FLOWERS DAVID J A
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2. Issuer Name
and
Ticker or Trading Symbol
Liberty Media Corp
[
LCAPA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Senior Vice President
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(Last)
(First)
(Middle)
12300 LIBERTY BLVD.
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/23/2011
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(Street)
ENGLEWOOD, CO 80112
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Series A Liberty Capital Common Stock
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9/23/2011
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J
(1)
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111292
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A
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(1)
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111292
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D
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Series A Liberty Capital Common Stock
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9/23/2011
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J
(1)
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1412
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A
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(1)
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1412
(2)
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I
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By 401(k) Savings Plan
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Series A Liberty Starz Common Stock
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9/23/2011
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J
(1)
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5500
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A
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(1)
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5500
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D
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Series A Liberty Starz Common Stock
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9/23/2011
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J
(1)
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1539
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A
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(1)
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1539
(2)
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I
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By 401(k) Savings Plan
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Appreciation Right
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$10.92
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9/23/2011
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J
(3)
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10000
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(4)
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7/31/2013
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Series A Liberty Capital Common Stock
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10000
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$
0
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10000
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D
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Stock Appreciation Right
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$9.95
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9/23/2011
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J
(3)
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12500
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(4)
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8/6/2014
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Series A Liberty Capital Common Stock
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12500
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$
0
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12500
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D
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Stock Option (right to buy)
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$15.96
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9/23/2011
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J
(3)
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16900
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(4)
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3/29/2014
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Series A Liberty Capital Common Stock
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16900
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$
0
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16900
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D
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Stock Option (right to buy)
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$17.26
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9/23/2011
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J
(3)
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17141
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(5)
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12/24/2014
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Series A Liberty Capital Common Stock
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17141
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$
0
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17141
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D
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Stock Option (right to buy)
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$3.57
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9/23/2011
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J
(3)
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50466
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(5)
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12/16/2015
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Series A Liberty Capital Common Stock
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50466
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$
0
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50466
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D
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Stock Option (right to buy)
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$23.28
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9/23/2011
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J
(3)
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25048
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(5)
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12/17/2016
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Series A Liberty Capital Common Stock
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25048
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$
0
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25048
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D
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Stock Option (right to buy)
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$34.39
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9/23/2011
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J
(3)
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110901
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(6)
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3/19/2020
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Series A Liberty Capital Common Stock
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110901
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$
0
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110901
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D
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Stock Option (right to buy)
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$24.36
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9/23/2011
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J
(3)
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452
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(4)
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2/28/2013
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Series A Liberty Starz Common Stock
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452
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$
0
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452
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D
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Stock Option (right to buy)
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$33.72
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9/23/2011
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J
(3)
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2535
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(4)
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3/29/2014
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Series A Liberty Starz Common Stock
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2535
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$
0
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2535
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D
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Stock Option (right to buy)
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$36.31
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9/23/2011
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J
(3)
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3856
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(5)
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12/24/2014
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Series A Liberty Starz Common Stock
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3856
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$
0
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3856
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D
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Stock Option (right to buy)
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$26.03
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9/23/2011
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J
(3)
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16876
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(5)
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12/16/2015
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Series A Liberty Starz Common Stock
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16876
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$
0
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16876
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D
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Stock Option (right to buy)
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$47.70
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9/23/2011
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J
(3)
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14093
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(5)
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12/17/2016
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Series A Liberty Starz Common Stock
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14093
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$
0
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14093
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D
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Stock Option (right to buy)
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$51.21
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9/23/2011
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J
(3)
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56630
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(6)
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3/19/2020
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Series A Liberty Starz Common Stock
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56630
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$
0
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56630
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D
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Explanation of Responses:
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(
1)
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On September 23, 2011, Liberty Interactive Corporation (formerly known as Liberty Media Corporation, "Old Liberty") redeemed (the "Redemption") all of the shares of its Liberty Capital common stock and Liberty Starz common stock for shares of common stock of the Issuer (formerly known as Liberty CapStarz, Inc.). In the Redemption, Old Liberty redeemed (i) each outstanding share of its Series A Liberty Capital common stock for one share of the Issuer's Series A Liberty Capital common stock, (ii) each outstanding share of its Series B Liberty Capital common stock for one share of the Issuer's Series B Liberty Capital common stock, (iii) each outstanding share of its Series A Liberty Starz common stock for one share of the Issuer's Series A Liberty Starz common stock, and (iv) each outstanding share of its Series B Liberty Starz common stock for one share of the Issuer's Series B Liberty Starz common stock.
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(
2)
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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 August 31, 2011.
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(
3)
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All outstanding equity awards with respect to Old Liberty's Series A Liberty Capital common stock, Series B Liberty Capital common stock, Series A Liberty Starz common stock and Series B Liberty Starz common stock (each such equity award an "original equity award") were automatically converted into equity awards with respect to the Issuer's Series A Liberty Capital common stock, Series B Liberty Capital common stock, Series A Liberty Starz common stock and Series B Liberty Starz common stock, respectively (each such equity award a "new equity award"). Each new equity award remains subject to the terms and conditions of the corresponding original equity award.
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(
4)
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The derivative security is fully vested.
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(
5)
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The option vests quarterly over four years, starting on the grant date.
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(
6)
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The option vests in three equal installments on June 30, 2013, June 30, 2014 and December 31, 2015.
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Remarks:
The trading symbol for the Issuer's Series A Liberty Capital Common Stock is LCAPA [LCPAD] and Series A Liberty Starz Common Stock is LSTZA [LSTAD]. Temporary trading symbols in effect from September 26, 2011 to September 30, 2011 are indicated in brackets.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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FLOWERS DAVID J A
12300 LIBERTY BLVD.
ENGLEWOOD, CO 80112
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Senior Vice President
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Signatures
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/s/ Charles Y. Tanabe as Attorney-in-Fact for David J.A. Flowers
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9/27/2011
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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