Last 12 months
Inside the activity.
6 purchase rows · 15 sale rows
Disclosed non-derivative P/S rows, by transaction month. Includes amendments and private transactions.Monthly counts
| Month | Purchases | Sales |
|---|---|---|
| Nov 2025 | 2 | 0 |
| Dec 2025 | 0 | 3 |
| Jan 2026 | 0 | 0 |
| Feb 2026 | 0 | 0 |
| Mar 2026 | 0 | 1 |
| Apr 2026 | 0 | 0 |
| May 2026 | 2 | 6 |
| Jun 2026 | 0 | 1 |
| Jul 2026 | 0 | 0 |
| Aug 2026 | 2 | 4 |
| Sep 2026 | 0 | 0 |
| Oct 2026 | 0 | 0 |
Latest available
Insider transactions
Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”
The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.
| Transaction date | Owner / reported role | Activity / security | Shares / units | Reported price | Reported value | Details |
|---|---|---|---|---|---|---|
| October 01, 2020 Filed Oct 2, 2020 20:57 UTC |
Simm DarylDirector
|
GrantClass B Common Shares | 1,045 | $8.52 | $8,903.40 |
DisclosureSEC source: 0001237441-20-000019 · primary_doc.xml · nonDerivative · entry 2 Simm Daryl · CIK 0001303840 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 49,489 F1 · shares: Director fees paid in common shares. F3 · balance_after: Amount includes the following RSUs granted by the Issuer, payable upon vesting in an equal number of Class B common shares of the Issuer: (i) 1,616 RSUs that are scheduled to vest in two equal annual installments beginning September 10, 2021; (ii) 391 RSUs that are scheduled to vest on September 11, 2021; and (iii) 2,818 RSUs that are scheduled to vest in three equal annual installments beginning September 15, 2021. Read SEC document |
| October 01, 2020 Filed Oct 2, 2020 20:57 UTC |
Simm DarylDirector
|
GrantClass A Common Shares | 961 | $9.26 | $8,898.86 |
DisclosureSEC source: 0001237441-20-000019 · primary_doc.xml · nonDerivative · entry 1 Simm Daryl · CIK 0001303840 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 48,660 F1 · shares: Director fees paid in common shares. F2 · balance_after: Amount includes the following restricted share units ("RSUs") granted by the Issuer, payable upon vesting in an equal number of Class A common shares of the Issuer: (i) 1,511 RSUs that are scheduled to vest in two equal annual installments beginning September 10, 2021; (ii) 371 RSUs that are scheduled to vest on September 11, 2021; and (iii) 2,593 RSUs that are scheduled to vest in three equal annual installments beginning September 15, 2021. Read SEC document |
| October 01, 2020 Filed Oct 2, 2020 20:41 UTC |
Crawford GordonDirector
|
GrantClass B Common Shares | 1,843 | $8.52 | $15,702.36 |
DisclosureSEC source: 0001237441-20-000017 · primary_doc.xml · nonDerivative · entry 2 Crawford Gordon · CIK 0001567530 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 521,336 F1 · shares: Director fees paid in common shares. F3 · balance_after: Amount includes the following RSUs granted by the Issuer, payable upon vesting in an equal number of Class B common shares of the Issuer: (i) 1,616 RSUs that are scheduled to vest in two equal annual installments beginning September 10, 2021; (ii) 391 RSUs that are scheduled to vest on September 11, 2021; and (iii) 2,818 RSUs that are scheduled to vest in three equal annual installments beginning September 15, 2021. Read SEC document |
| October 01, 2020 Filed Oct 2, 2020 20:41 UTC |
Crawford GordonDirector
|
GrantClass A Common Shares | 1,695 | $9.26 | $15,695.70 |
DisclosureSEC source: 0001237441-20-000017 · primary_doc.xml · nonDerivative · entry 1 Crawford Gordon · CIK 0001567530 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 260,230 F1 · shares: Director fees paid in common shares. F2 · balance_after: Amount includes the following restricted share units ("RSUs") granted by the Issuer, payable upon vesting in an equal number of Class A common shares of the Issuer: (i) 1,511 RSUs that are scheduled to vest in two equal annual installments beginning September 10, 2021; (ii) 372 RSUs that are scheduled to vest on September 11, 2021; and (iii) 2,593 RSUs that are scheduled to vest in three equal annual installments beginning September 15, 2021. Read SEC document |
| October 01, 2020 Filed Oct 2, 2020 20:33 UTC |
Ostolaza YvetteDirector
|
GrantClass B Common Shares | 1,575 | $8.52 | $13,419.00 |
DisclosureSEC source: 0001237441-20-000016 · primary_doc.xml · nonDerivative · entry 2 Ostolaza Yvette · CIK 0001796999 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 5,672 F1 · shares: Director fees paid in common shares. F3 · balance_after: Amount includes 2,818 restricted share units granted by the Issuer, payable upon vesting in an equal number of Class B common shares of the Issuer, that are scheduled to vest in three equal annual installments beginning September 15, 2021. Read SEC document |
| October 01, 2020 Filed Oct 2, 2020 20:33 UTC |
Ostolaza YvetteDirector
|
GrantClass A Common Shares | 1,449 | $9.26 | $13,417.74 |
DisclosureSEC source: 0001237441-20-000016 · primary_doc.xml · nonDerivative · entry 1 Ostolaza Yvette · CIK 0001796999 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 14,030 F1 · shares: Director fees paid in common shares. F2 · balance_after: Amount includes 2,593 restricted share units granted by the Issuer, payable upon vesting in an equal number of Class A common shares of the Issuer, that are scheduled to vest in three equal annual installments beginning September 15, 2021. Read SEC document |
| October 01, 2020 Filed Oct 2, 2020 20:27 UTC |
McCaw SusanDirector
|
GrantClass B Common Shares | 857 | $8.52 | $7,301.64 |
DisclosureSEC source: 0001237441-20-000015 · primary_doc.xml · nonDerivative · entry 2 McCaw Susan · CIK 0001752099 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 9,808 F1 · shares: Director fees paid in common shares. F3 · balance_after: Amount includes the following RSUs granted by the Issuer, payable upon vesting in an equal number of Class B common shares of the Issuer: (i) 1,616 RSUs that are scheduled to vest in two equal annual installments beginning September 10, 2021; (ii) 381 RSUs that are scheduled to vest on September 11, 2021; and (iii) 2,818 RSUs that are scheduled to vest in three equal annual installments beginning September 15, 2021. Read SEC document |
| October 01, 2020 Filed Oct 2, 2020 20:27 UTC |
McCaw SusanDirector
|
GrantClass A Common Shares | 788 | $9.26 | $7,296.88 |
DisclosureSEC source: 0001237441-20-000015 · primary_doc.xml · nonDerivative · entry 1 McCaw Susan · CIK 0001752099 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 14,143 F1 · shares: Director fees paid in common shares. F2 · balance_after: Amount includes the following restricted share units ("RSUs") granted by the Issuer, payable upon vesting in an equal number of Class A common shares of the Issuer: (i) 1,511 RSUs that are scheduled to vest in two equal annual installments beginning September 10, 2021; (ii) 372 RSUs that are scheduled to vest on September 11, 2021; and (iii) 2,593 RSUs that are scheduled to vest in three equal annual installments beginning September 15, 2021. Read SEC document |
| October 01, 2020 Filed Oct 5, 2020 22:45 UTC |
FINE EMILYDirector
|
GrantClass B Non-Voting Shares | 1,714 | $8.52 | $14,603.28 |
DisclosureSEC source: 0000899243-20-027359 · doc4.xml · nonDerivative · entry 2 Fine Emily · CIK 0001658532 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 13,970 F2 · price: Director fees granted in Class B Non-Voting Shares of the Issuer. Read SEC document |
| October 01, 2020 Filed Oct 5, 2020 22:45 UTC |
FINE EMILYDirector
|
GrantClass A Voting Shares | 1,577 | $9.26 | $14,603.02 |
DisclosureSEC source: 0000899243-20-027359 · doc4.xml · nonDerivative · entry 1 Fine Emily · CIK 0001658532 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 13,241 F1 · price: Director fees granted in Class A Voting Shares of the Issuer. Read SEC document |
| October 01, 2020 Filed Oct 5, 2020 22:40 UTC |
RACHESKY MARK H MDDirector · 10% owner
|
GrantClass B Non-Voting Shares | 2,089 | $8.52 | $17,798.28 |
DisclosureSEC source: 0000899243-20-027356 · doc4.xml · nonDerivative · entry 2 RACHESKY MARK H MD · CIK 0001194368 · Director · 10% owner 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 54,706 F22 · price: Director fees granted in Class B Non-Voting Shares of the Issuer. F20 · balance_after: The shares reported as owned on this Form 4 do not include the shares, which the reporting persons may be deemed to beneficially own as a result of that certain Voting and Standstill Agreement, by and among the Issuer, Liberty Global Incorporated Limited, a limited company organized under the laws of England and Wales ("Liberty"), Discovery Lightning Investments Ltd., a limited company organized under the laws of England and Wales ("Discovery" and, together with Liberty, the "Buyers"), the parent companies of the Buyers, John C. Malone, Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA, Institutional Partners III and Fund Management, but as to which they have no pecuniary interest. Read SEC document |
| October 01, 2020 Filed Oct 5, 2020 22:40 UTC |
RACHESKY MARK H MDDirector · 10% owner
|
GrantClass A Voting Shares | 1,922 | $9.26 | $17,797.72 |
DisclosureSEC source: 0000899243-20-027356 · doc4.xml · nonDerivative · entry 1 RACHESKY MARK H MD · CIK 0001194368 · Director · 10% owner 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 53,323 F21 · price: Director fees granted in Class A Voting Shares of the Issuer. F20 · balance_after: The shares reported as owned on this Form 4 do not include the shares, which the reporting persons may be deemed to beneficially own as a result of that certain Voting and Standstill Agreement, by and among the Issuer, Liberty Global Incorporated Limited, a limited company organized under the laws of England and Wales ("Liberty"), Discovery Lightning Investments Ltd., a limited company organized under the laws of England and Wales ("Discovery" and, together with Liberty, the "Buyers"), the parent companies of the Buyers, John C. Malone, Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA, Institutional Partners III and Fund Management, but as to which they have no pecuniary interest. Read SEC document |
| September 30, 2020 Filed Oct 2, 2020 20:18 UTC |
BARGE JAMES WChief Financial Officer
|
Tax withholdingClass B Common Shares | 12,395 | $8.62 | $106,844.90 |
DisclosureSEC source: 0001237441-20-000014 · primary_doc.xml · nonDerivative · entry 2 BARGE JAMES W · CIK 0001237441 · Chief Financial Officer 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 435,946 F1 · shares: Represents common shares withheld by the Issuer to satisfy certain tax withholding obligations upon the vesting of 25,000 restricted share units, the grant of which was previously reported. Pursuant to the Lions Gate Entertainment Corp. 2019 Performance Incentive Plan and the Issuer's policies, 12,395 common shares were automatically canceled to cover certain of the reporting person's tax withholding obligations. No common shares were sold by the Issuer or the reporting person. F2 · balance_after: Amount includes the following restricted share units granted by the Issuer, payable upon vesting in an equal number of Class B common shares of the Issuer: (i) 37,037 restricted share units that are scheduled to vest on June 5, 2021; and (ii) 272,109 restricted share units that are scheduled to vest in three equal annual installments beginning July 23, 2021. Read SEC document |
| September 18, 2020 Filed Sep 18, 2020 22:53 UTC |
Liberty Global Ltd.10% owner
Liberty Global Ventures Ltd10% owner
|
OtherVariable Pre-paid Forward Transaction · Derivative | 277,777 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000947871-20-000743 · ownership.xml · derivative · entry 15 Liberty Global plc · CIK 0001570585 · 10% owner Liberty Global Ventures Ltd · CIK 0001658493 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Through wholly-owned subsidiary Disclosed balance after: 0 Underlying: Units of Class A Voting Shares and Class B Non-Voting Shares · 277,777 shares Expires not disclosed F1 · derivative.exercise_price: As described on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 8, 2020 (File No. 005-55587), a portion of the shares of the Issuer that Liberty Global Ventures Limited (formerly known as Liberty Global Incorporated Limited) ("Liberty"), a wholly-owned subsidiary of Liberty Global plc ("Liberty Global"), holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. F2 · derivative.exercise_price: Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F3 · derivative.exercise_price: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A voting shares of the Issuer, no par value ("Class A Voting Shares"), and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). F4 · derivative.exercise_price: In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F1 · kind: As described on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 8, 2020 (File No. 005-55587), a portion of the shares of the Issuer that Liberty Global Ventures Limited (formerly known as Liberty Global Incorporated Limited) ("Liberty"), a wholly-owned subsidiary of Liberty Global plc ("Liberty Global"), holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. F2 · kind: Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F3 · kind: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A voting shares of the Issuer, no par value ("Class A Voting Shares"), and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). F4 · kind: In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F5 · kind: As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. F6 · kind: Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. F7 · kind: On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount"). F11 · kind: On September 18, 2020, 277,777 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $10.4546 with respect to the Class A Voting Shares and $9.6474 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,791,378.24, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,888 Class A Voting Shares and 138,889 Class B Non-Voting Shares. F1 · price: As described on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 8, 2020 (File No. 005-55587), a portion of the shares of the Issuer that Liberty Global Ventures Limited (formerly known as Liberty Global Incorporated Limited) ("Liberty"), a wholly-owned subsidiary of Liberty Global plc ("Liberty Global"), holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. F2 · price: Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F3 · price: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A voting shares of the Issuer, no par value ("Class A Voting Shares"), and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). F4 · price: In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F5 · price: As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. F6 · price: Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. F7 · price: On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount"). F11 · price: On September 18, 2020, 277,777 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $10.4546 with respect to the Class A Voting Shares and $9.6474 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,791,378.24, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,888 Class A Voting Shares and 138,889 Class B Non-Voting Shares. F1 · derivative.exercise_date: As described on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 8, 2020 (File No. 005-55587), a portion of the shares of the Issuer that Liberty Global Ventures Limited (formerly known as Liberty Global Incorporated Limited) ("Liberty"), a wholly-owned subsidiary of Liberty Global plc ("Liberty Global"), holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. F2 · derivative.exercise_date: Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F3 · derivative.exercise_date: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A voting shares of the Issuer, no par value ("Class A Voting Shares"), and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). F4 · derivative.exercise_date: In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F5 · derivative.exercise_date: As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. F6 · derivative.exercise_date: Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. F7 · derivative.exercise_date: On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount"). F11 · derivative.exercise_date: On September 18, 2020, 277,777 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $10.4546 with respect to the Class A Voting Shares and $9.6474 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,791,378.24, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,888 Class A Voting Shares and 138,889 Class B Non-Voting Shares. F1 · derivative.expiration_date: As described on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 8, 2020 (File No. 005-55587), a portion of the shares of the Issuer that Liberty Global Ventures Limited (formerly known as Liberty Global Incorporated Limited) ("Liberty"), a wholly-owned subsidiary of Liberty Global plc ("Liberty Global"), holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. F2 · derivative.expiration_date: Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F3 · derivative.expiration_date: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A voting shares of the Issuer, no par value ("Class A Voting Shares"), and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). F4 · derivative.expiration_date: In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F5 · derivative.expiration_date: As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. F6 · derivative.expiration_date: Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. F7 · derivative.expiration_date: On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount"). F11 · derivative.expiration_date: On September 18, 2020, 277,777 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $10.4546 with respect to the Class A Voting Shares and $9.6474 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,791,378.24, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,888 Class A Voting Shares and 138,889 Class B Non-Voting Shares. F8 · ownership.nature: These shares are held by Liberty. Because Liberty is a direct wholly-owned subsidiary of Liberty Global, Liberty Global may be deemed to beneficially own all of the reported Class A Voting Shares and share voting and dispositive power over the Class A Voting Shares. Read SEC document |
| September 18, 2020 Filed Sep 18, 2020 22:53 UTC |
Liberty Global Ltd.10% owner
Liberty Global Ventures Ltd10% owner
|
OtherClass B Non-Voting Shares | 138,889 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000947871-20-000743 · ownership.xml · nonDerivative · entry 12 Liberty Global plc · CIK 0001570585 · 10% owner Liberty Global Ventures Ltd · CIK 0001658493 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Through wholly-owned subsidiary Disclosed balance after: 2,500,000 F1 · kind: As described on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 8, 2020 (File No. 005-55587), a portion of the shares of the Issuer that Liberty Global Ventures Limited (formerly known as Liberty Global Incorporated Limited) ("Liberty"), a wholly-owned subsidiary of Liberty Global plc ("Liberty Global"), holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. F2 · kind: Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F3 · kind: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A voting shares of the Issuer, no par value ("Class A Voting Shares"), and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). F4 · kind: In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F5 · kind: As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. F6 · kind: Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. F7 · kind: On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount"). F11 · kind: On September 18, 2020, 277,777 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $10.4546 with respect to the Class A Voting Shares and $9.6474 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,791,378.24, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,888 Class A Voting Shares and 138,889 Class B Non-Voting Shares. F1 · price: As described on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 8, 2020 (File No. 005-55587), a portion of the shares of the Issuer that Liberty Global Ventures Limited (formerly known as Liberty Global Incorporated Limited) ("Liberty"), a wholly-owned subsidiary of Liberty Global plc ("Liberty Global"), holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. F2 · price: Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F3 · price: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A voting shares of the Issuer, no par value ("Class A Voting Shares"), and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). F4 · price: In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F5 · price: As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. F6 · price: Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. F7 · price: On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount"). F11 · price: On September 18, 2020, 277,777 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $10.4546 with respect to the Class A Voting Shares and $9.6474 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,791,378.24, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,888 Class A Voting Shares and 138,889 Class B Non-Voting Shares. F8 · ownership.nature: These shares are held by Liberty. Because Liberty is a direct wholly-owned subsidiary of Liberty Global, Liberty Global may be deemed to beneficially own all of the reported Class A Voting Shares and share voting and dispositive power over the Class A Voting Shares. Read SEC document |
| September 18, 2020 Filed Sep 18, 2020 22:53 UTC |
Liberty Global Ltd.10% owner
Liberty Global Ventures Ltd10% owner
|
OtherClass B Non-Voting Shares | 138,889 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000947871-20-000743 · ownership.xml · nonDerivative · entry 11 Liberty Global plc · CIK 0001570585 · 10% owner Liberty Global Ventures Ltd · CIK 0001658493 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Through wholly-owned subsidiary Disclosed balance after: 2,361,111 F1 · kind: As described on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 8, 2020 (File No. 005-55587), a portion of the shares of the Issuer that Liberty Global Ventures Limited (formerly known as Liberty Global Incorporated Limited) ("Liberty"), a wholly-owned subsidiary of Liberty Global plc ("Liberty Global"), holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. F2 · kind: Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F3 · kind: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A voting shares of the Issuer, no par value ("Class A Voting Shares"), and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). F4 · kind: In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F5 · kind: As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. F6 · kind: Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. F7 · kind: On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount"). F11 · kind: On September 18, 2020, 277,777 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $10.4546 with respect to the Class A Voting Shares and $9.6474 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,791,378.24, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,888 Class A Voting Shares and 138,889 Class B Non-Voting Shares. F1 · price: As described on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 8, 2020 (File No. 005-55587), a portion of the shares of the Issuer that Liberty Global Ventures Limited (formerly known as Liberty Global Incorporated Limited) ("Liberty"), a wholly-owned subsidiary of Liberty Global plc ("Liberty Global"), holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. F2 · price: Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F3 · price: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A voting shares of the Issuer, no par value ("Class A Voting Shares"), and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). F4 · price: In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F5 · price: As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. F6 · price: Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. F7 · price: On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount"). F11 · price: On September 18, 2020, 277,777 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $10.4546 with respect to the Class A Voting Shares and $9.6474 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,791,378.24, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,888 Class A Voting Shares and 138,889 Class B Non-Voting Shares. F8 · ownership.nature: These shares are held by Liberty. Because Liberty is a direct wholly-owned subsidiary of Liberty Global, Liberty Global may be deemed to beneficially own all of the reported Class A Voting Shares and share voting and dispositive power over the Class A Voting Shares. Read SEC document |
| September 18, 2020 Filed Sep 18, 2020 22:53 UTC |
Liberty Global Ltd.10% owner
Liberty Global Ventures Ltd10% owner
|
OtherClass A Voting Shares | 138,888 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000947871-20-000743 · ownership.xml · nonDerivative · entry 10 Liberty Global plc · CIK 0001570585 · 10% owner Liberty Global Ventures Ltd · CIK 0001658493 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Through wholly-owned subsidiary Disclosed balance after: 4,049,972 F1 · kind: As described on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 8, 2020 (File No. 005-55587), a portion of the shares of the Issuer that Liberty Global Ventures Limited (formerly known as Liberty Global Incorporated Limited) ("Liberty"), a wholly-owned subsidiary of Liberty Global plc ("Liberty Global"), holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. F2 · kind: Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F3 · kind: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A voting shares of the Issuer, no par value ("Class A Voting Shares"), and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). F4 · kind: In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F5 · kind: As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. F6 · kind: Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. F7 · kind: On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount"). F11 · kind: On September 18, 2020, 277,777 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $10.4546 with respect to the Class A Voting Shares and $9.6474 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,791,378.24, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,888 Class A Voting Shares and 138,889 Class B Non-Voting Shares. F1 · price: As described on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 8, 2020 (File No. 005-55587), a portion of the shares of the Issuer that Liberty Global Ventures Limited (formerly known as Liberty Global Incorporated Limited) ("Liberty"), a wholly-owned subsidiary of Liberty Global plc ("Liberty Global"), holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. F2 · price: Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F3 · price: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A voting shares of the Issuer, no par value ("Class A Voting Shares"), and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). F4 · price: In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F5 · price: As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. F6 · price: Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. F7 · price: On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount"). F11 · price: On September 18, 2020, 277,777 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $10.4546 with respect to the Class A Voting Shares and $9.6474 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,791,378.24, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,888 Class A Voting Shares and 138,889 Class B Non-Voting Shares. F8 · ownership.nature: These shares are held by Liberty. Because Liberty is a direct wholly-owned subsidiary of Liberty Global, Liberty Global may be deemed to beneficially own all of the reported Class A Voting Shares and share voting and dispositive power over the Class A Voting Shares. Read SEC document |
| September 18, 2020 Filed Sep 18, 2020 22:53 UTC |
Liberty Global Ltd.10% owner
Liberty Global Ventures Ltd10% owner
|
OtherClass A Voting Shares | 138,888 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000947871-20-000743 · ownership.xml · nonDerivative · entry 9 Liberty Global plc · CIK 0001570585 · 10% owner Liberty Global Ventures Ltd · CIK 0001658493 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Through wholly-owned subsidiary Disclosed balance after: 3,911,084 F1 · kind: As described on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 8, 2020 (File No. 005-55587), a portion of the shares of the Issuer that Liberty Global Ventures Limited (formerly known as Liberty Global Incorporated Limited) ("Liberty"), a wholly-owned subsidiary of Liberty Global plc ("Liberty Global"), holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. F2 · kind: Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F3 · kind: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A voting shares of the Issuer, no par value ("Class A Voting Shares"), and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). F4 · kind: In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F5 · kind: As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. F6 · kind: Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. F7 · kind: On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount"). F11 · kind: On September 18, 2020, 277,777 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $10.4546 with respect to the Class A Voting Shares and $9.6474 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,791,378.24, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,888 Class A Voting Shares and 138,889 Class B Non-Voting Shares. F1 · price: As described on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 8, 2020 (File No. 005-55587), a portion of the shares of the Issuer that Liberty Global Ventures Limited (formerly known as Liberty Global Incorporated Limited) ("Liberty"), a wholly-owned subsidiary of Liberty Global plc ("Liberty Global"), holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. F2 · price: Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F3 · price: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A voting shares of the Issuer, no par value ("Class A Voting Shares"), and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). F4 · price: In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F5 · price: As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. F6 · price: Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. F7 · price: On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount"). F11 · price: On September 18, 2020, 277,777 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $10.4546 with respect to the Class A Voting Shares and $9.6474 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,791,378.24, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,888 Class A Voting Shares and 138,889 Class B Non-Voting Shares. F8 · ownership.nature: These shares are held by Liberty. Because Liberty is a direct wholly-owned subsidiary of Liberty Global, Liberty Global may be deemed to beneficially own all of the reported Class A Voting Shares and share voting and dispositive power over the Class A Voting Shares. Read SEC document |
| September 17, 2020 Filed Sep 18, 2020 22:53 UTC |
Liberty Global Ltd.10% owner
Liberty Global Ventures Ltd10% owner
|
OtherVariable Pre-paid Forward Transaction · Derivative | 277,778 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000947871-20-000743 · ownership.xml · derivative · entry 14 Liberty Global plc · CIK 0001570585 · 10% owner Liberty Global Ventures Ltd · CIK 0001658493 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Through wholly-owned subsidiary Disclosed balance after: 277,777 Underlying: Units of Class A Voting Shares and Class B Non-Voting Shares · 555,555 shares Expires not disclosed F1 · derivative.exercise_price: As described on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 8, 2020 (File No. 005-55587), a portion of the shares of the Issuer that Liberty Global Ventures Limited (formerly known as Liberty Global Incorporated Limited) ("Liberty"), a wholly-owned subsidiary of Liberty Global plc ("Liberty Global"), holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. F2 · derivative.exercise_price: Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F3 · derivative.exercise_price: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A voting shares of the Issuer, no par value ("Class A Voting Shares"), and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). F4 · derivative.exercise_price: In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F1 · kind: As described on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 8, 2020 (File No. 005-55587), a portion of the shares of the Issuer that Liberty Global Ventures Limited (formerly known as Liberty Global Incorporated Limited) ("Liberty"), a wholly-owned subsidiary of Liberty Global plc ("Liberty Global"), holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. F2 · kind: Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F3 · kind: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A voting shares of the Issuer, no par value ("Class A Voting Shares"), and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). F4 · kind: In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F5 · kind: As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. F6 · kind: Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. F7 · kind: On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount"). F10 · kind: On September 17, 2020, 277,778 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $10.2496 with respect to the Class A Voting Shares and $9.4724 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,738,621.02, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,889 Class A Voting Shares and 138,889 Class B Non-Voting Shares. F1 · price: As described on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 8, 2020 (File No. 005-55587), a portion of the shares of the Issuer that Liberty Global Ventures Limited (formerly known as Liberty Global Incorporated Limited) ("Liberty"), a wholly-owned subsidiary of Liberty Global plc ("Liberty Global"), holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. F2 · price: Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F3 · price: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A voting shares of the Issuer, no par value ("Class A Voting Shares"), and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). F4 · price: In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F5 · price: As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. F6 · price: Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. F7 · price: On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount"). F10 · price: On September 17, 2020, 277,778 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $10.2496 with respect to the Class A Voting Shares and $9.4724 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,738,621.02, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,889 Class A Voting Shares and 138,889 Class B Non-Voting Shares. F1 · derivative.exercise_date: As described on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 8, 2020 (File No. 005-55587), a portion of the shares of the Issuer that Liberty Global Ventures Limited (formerly known as Liberty Global Incorporated Limited) ("Liberty"), a wholly-owned subsidiary of Liberty Global plc ("Liberty Global"), holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. F2 · derivative.exercise_date: Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F3 · derivative.exercise_date: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A voting shares of the Issuer, no par value ("Class A Voting Shares"), and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). F4 · derivative.exercise_date: In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F5 · derivative.exercise_date: As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. F6 · derivative.exercise_date: Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. F7 · derivative.exercise_date: On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount"). F10 · derivative.exercise_date: On September 17, 2020, 277,778 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $10.2496 with respect to the Class A Voting Shares and $9.4724 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,738,621.02, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,889 Class A Voting Shares and 138,889 Class B Non-Voting Shares. F1 · derivative.expiration_date: As described on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 8, 2020 (File No. 005-55587), a portion of the shares of the Issuer that Liberty Global Ventures Limited (formerly known as Liberty Global Incorporated Limited) ("Liberty"), a wholly-owned subsidiary of Liberty Global plc ("Liberty Global"), holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. F2 · derivative.expiration_date: Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F3 · derivative.expiration_date: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A voting shares of the Issuer, no par value ("Class A Voting Shares"), and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). F4 · derivative.expiration_date: In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F5 · derivative.expiration_date: As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. F6 · derivative.expiration_date: Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. F7 · derivative.expiration_date: On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount"). F10 · derivative.expiration_date: On September 17, 2020, 277,778 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $10.2496 with respect to the Class A Voting Shares and $9.4724 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,738,621.02, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,889 Class A Voting Shares and 138,889 Class B Non-Voting Shares. F8 · ownership.nature: These shares are held by Liberty. Because Liberty is a direct wholly-owned subsidiary of Liberty Global, Liberty Global may be deemed to beneficially own all of the reported Class A Voting Shares and share voting and dispositive power over the Class A Voting Shares. Read SEC document |
| September 17, 2020 Filed Sep 18, 2020 22:53 UTC |
Liberty Global Ltd.10% owner
Liberty Global Ventures Ltd10% owner
|
OtherClass B Non-Voting Shares | 138,889 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000947871-20-000743 · ownership.xml · nonDerivative · entry 8 Liberty Global plc · CIK 0001570585 · 10% owner Liberty Global Ventures Ltd · CIK 0001658493 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Through wholly-owned subsidiary Disclosed balance after: 2,500,000 F1 · kind: As described on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 8, 2020 (File No. 005-55587), a portion of the shares of the Issuer that Liberty Global Ventures Limited (formerly known as Liberty Global Incorporated Limited) ("Liberty"), a wholly-owned subsidiary of Liberty Global plc ("Liberty Global"), holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. F2 · kind: Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F3 · kind: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A voting shares of the Issuer, no par value ("Class A Voting Shares"), and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). F4 · kind: In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F5 · kind: As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. F6 · kind: Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. F7 · kind: On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount"). F10 · kind: On September 17, 2020, 277,778 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $10.2496 with respect to the Class A Voting Shares and $9.4724 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,738,621.02, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,889 Class A Voting Shares and 138,889 Class B Non-Voting Shares. F1 · price: As described on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 8, 2020 (File No. 005-55587), a portion of the shares of the Issuer that Liberty Global Ventures Limited (formerly known as Liberty Global Incorporated Limited) ("Liberty"), a wholly-owned subsidiary of Liberty Global plc ("Liberty Global"), holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. F2 · price: Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F3 · price: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A voting shares of the Issuer, no par value ("Class A Voting Shares"), and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). F4 · price: In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F5 · price: As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. F6 · price: Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. F7 · price: On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount"). F10 · price: On September 17, 2020, 277,778 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $10.2496 with respect to the Class A Voting Shares and $9.4724 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,738,621.02, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,889 Class A Voting Shares and 138,889 Class B Non-Voting Shares. F8 · ownership.nature: These shares are held by Liberty. Because Liberty is a direct wholly-owned subsidiary of Liberty Global, Liberty Global may be deemed to beneficially own all of the reported Class A Voting Shares and share voting and dispositive power over the Class A Voting Shares. Read SEC document |
| September 17, 2020 Filed Sep 18, 2020 22:53 UTC |
Liberty Global Ltd.10% owner
Liberty Global Ventures Ltd10% owner
|
OtherClass B Non-Voting Shares | 138,889 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000947871-20-000743 · ownership.xml · nonDerivative · entry 7 Liberty Global plc · CIK 0001570585 · 10% owner Liberty Global Ventures Ltd · CIK 0001658493 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Through wholly-owned subsidiary Disclosed balance after: 2,361,111 F1 · kind: As described on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 8, 2020 (File No. 005-55587), a portion of the shares of the Issuer that Liberty Global Ventures Limited (formerly known as Liberty Global Incorporated Limited) ("Liberty"), a wholly-owned subsidiary of Liberty Global plc ("Liberty Global"), holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. F2 · kind: Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F3 · kind: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A voting shares of the Issuer, no par value ("Class A Voting Shares"), and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). F4 · kind: In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F5 · kind: As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. F6 · kind: Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. F7 · kind: On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount"). F10 · kind: On September 17, 2020, 277,778 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $10.2496 with respect to the Class A Voting Shares and $9.4724 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,738,621.02, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,889 Class A Voting Shares and 138,889 Class B Non-Voting Shares. F1 · price: As described on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 8, 2020 (File No. 005-55587), a portion of the shares of the Issuer that Liberty Global Ventures Limited (formerly known as Liberty Global Incorporated Limited) ("Liberty"), a wholly-owned subsidiary of Liberty Global plc ("Liberty Global"), holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. F2 · price: Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F3 · price: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A voting shares of the Issuer, no par value ("Class A Voting Shares"), and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). F4 · price: In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F5 · price: As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. F6 · price: Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. F7 · price: On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount"). F10 · price: On September 17, 2020, 277,778 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $10.2496 with respect to the Class A Voting Shares and $9.4724 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,738,621.02, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,889 Class A Voting Shares and 138,889 Class B Non-Voting Shares. F8 · ownership.nature: These shares are held by Liberty. Because Liberty is a direct wholly-owned subsidiary of Liberty Global, Liberty Global may be deemed to beneficially own all of the reported Class A Voting Shares and share voting and dispositive power over the Class A Voting Shares. Read SEC document |
| September 17, 2020 Filed Sep 18, 2020 22:53 UTC |
Liberty Global Ltd.10% owner
Liberty Global Ventures Ltd10% owner
|
OtherClass A Voting Shares | 138,889 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000947871-20-000743 · ownership.xml · nonDerivative · entry 6 Liberty Global plc · CIK 0001570585 · 10% owner Liberty Global Ventures Ltd · CIK 0001658493 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Through wholly-owned subsidiary Disclosed balance after: 4,049,972 F1 · kind: As described on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 8, 2020 (File No. 005-55587), a portion of the shares of the Issuer that Liberty Global Ventures Limited (formerly known as Liberty Global Incorporated Limited) ("Liberty"), a wholly-owned subsidiary of Liberty Global plc ("Liberty Global"), holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. F2 · kind: Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F3 · kind: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A voting shares of the Issuer, no par value ("Class A Voting Shares"), and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). F4 · kind: In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F5 · kind: As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. F6 · kind: Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. F7 · kind: On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount"). F10 · kind: On September 17, 2020, 277,778 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $10.2496 with respect to the Class A Voting Shares and $9.4724 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,738,621.02, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,889 Class A Voting Shares and 138,889 Class B Non-Voting Shares. F1 · price: As described on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 8, 2020 (File No. 005-55587), a portion of the shares of the Issuer that Liberty Global Ventures Limited (formerly known as Liberty Global Incorporated Limited) ("Liberty"), a wholly-owned subsidiary of Liberty Global plc ("Liberty Global"), holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. F2 · price: Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F3 · price: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A voting shares of the Issuer, no par value ("Class A Voting Shares"), and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). F4 · price: In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F5 · price: As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. F6 · price: Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. F7 · price: On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount"). F10 · price: On September 17, 2020, 277,778 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $10.2496 with respect to the Class A Voting Shares and $9.4724 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,738,621.02, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,889 Class A Voting Shares and 138,889 Class B Non-Voting Shares. F8 · ownership.nature: These shares are held by Liberty. Because Liberty is a direct wholly-owned subsidiary of Liberty Global, Liberty Global may be deemed to beneficially own all of the reported Class A Voting Shares and share voting and dispositive power over the Class A Voting Shares. Read SEC document |
| September 17, 2020 Filed Sep 18, 2020 22:53 UTC |
Liberty Global Ltd.10% owner
Liberty Global Ventures Ltd10% owner
|
OtherClass A Voting Shares | 138,889 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000947871-20-000743 · ownership.xml · nonDerivative · entry 5 Liberty Global plc · CIK 0001570585 · 10% owner Liberty Global Ventures Ltd · CIK 0001658493 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Through wholly-owned subsidiary Disclosed balance after: 3,911,083 F1 · kind: As described on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 8, 2020 (File No. 005-55587), a portion of the shares of the Issuer that Liberty Global Ventures Limited (formerly known as Liberty Global Incorporated Limited) ("Liberty"), a wholly-owned subsidiary of Liberty Global plc ("Liberty Global"), holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. F2 · kind: Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F3 · kind: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A voting shares of the Issuer, no par value ("Class A Voting Shares"), and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). F4 · kind: In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F5 · kind: As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. F6 · kind: Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. F7 · kind: On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount"). F10 · kind: On September 17, 2020, 277,778 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $10.2496 with respect to the Class A Voting Shares and $9.4724 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,738,621.02, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,889 Class A Voting Shares and 138,889 Class B Non-Voting Shares. F1 · price: As described on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 8, 2020 (File No. 005-55587), a portion of the shares of the Issuer that Liberty Global Ventures Limited (formerly known as Liberty Global Incorporated Limited) ("Liberty"), a wholly-owned subsidiary of Liberty Global plc ("Liberty Global"), holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. F2 · price: Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F3 · price: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A voting shares of the Issuer, no par value ("Class A Voting Shares"), and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). F4 · price: In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F5 · price: As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. F6 · price: Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. F7 · price: On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount"). F10 · price: On September 17, 2020, 277,778 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $10.2496 with respect to the Class A Voting Shares and $9.4724 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,738,621.02, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,889 Class A Voting Shares and 138,889 Class B Non-Voting Shares. F8 · ownership.nature: These shares are held by Liberty. Because Liberty is a direct wholly-owned subsidiary of Liberty Global, Liberty Global may be deemed to beneficially own all of the reported Class A Voting Shares and share voting and dispositive power over the Class A Voting Shares. Read SEC document |
| September 16, 2020 Filed Sep 18, 2020 22:53 UTC |
Liberty Global Ltd.10% owner
Liberty Global Ventures Ltd10% owner
|
OtherVariable Pre-paid Forward Transaction · Derivative | 277,778 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000947871-20-000743 · ownership.xml · derivative · entry 13 Liberty Global plc · CIK 0001570585 · 10% owner Liberty Global Ventures Ltd · CIK 0001658493 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Through wholly-owned subsidiary Disclosed balance after: 555,555 Underlying: Units of Class A Voting Shares and Class B Non-Voting Shares · 833,333 shares Expires not disclosed F1 · derivative.exercise_price: As described on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 8, 2020 (File No. 005-55587), a portion of the shares of the Issuer that Liberty Global Ventures Limited (formerly known as Liberty Global Incorporated Limited) ("Liberty"), a wholly-owned subsidiary of Liberty Global plc ("Liberty Global"), holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. F2 · derivative.exercise_price: Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F3 · derivative.exercise_price: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A voting shares of the Issuer, no par value ("Class A Voting Shares"), and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). F4 · derivative.exercise_price: In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F1 · kind: As described on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 8, 2020 (File No. 005-55587), a portion of the shares of the Issuer that Liberty Global Ventures Limited (formerly known as Liberty Global Incorporated Limited) ("Liberty"), a wholly-owned subsidiary of Liberty Global plc ("Liberty Global"), holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. F2 · kind: Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F3 · kind: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A voting shares of the Issuer, no par value ("Class A Voting Shares"), and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). F4 · kind: In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F5 · kind: As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. F6 · kind: Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. F7 · kind: On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount"). F9 · kind: On September 16, 2020, 277,778 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $10.0271 with respect to the Class A Voting Shares and $9.2693 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,679,521.69, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,889 Class A Voting Shares and 138,889 Class B Non-Voting Shares. F1 · price: As described on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 8, 2020 (File No. 005-55587), a portion of the shares of the Issuer that Liberty Global Ventures Limited (formerly known as Liberty Global Incorporated Limited) ("Liberty"), a wholly-owned subsidiary of Liberty Global plc ("Liberty Global"), holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. F2 · price: Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F3 · price: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A voting shares of the Issuer, no par value ("Class A Voting Shares"), and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). F4 · price: In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F5 · price: As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. F6 · price: Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. F7 · price: On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount"). F9 · price: On September 16, 2020, 277,778 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $10.0271 with respect to the Class A Voting Shares and $9.2693 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,679,521.69, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,889 Class A Voting Shares and 138,889 Class B Non-Voting Shares. F1 · derivative.exercise_date: As described on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 8, 2020 (File No. 005-55587), a portion of the shares of the Issuer that Liberty Global Ventures Limited (formerly known as Liberty Global Incorporated Limited) ("Liberty"), a wholly-owned subsidiary of Liberty Global plc ("Liberty Global"), holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. F2 · derivative.exercise_date: Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F3 · derivative.exercise_date: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A voting shares of the Issuer, no par value ("Class A Voting Shares"), and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). F4 · derivative.exercise_date: In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F5 · derivative.exercise_date: As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. F6 · derivative.exercise_date: Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. F7 · derivative.exercise_date: On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount"). F9 · derivative.exercise_date: On September 16, 2020, 277,778 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $10.0271 with respect to the Class A Voting Shares and $9.2693 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,679,521.69, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,889 Class A Voting Shares and 138,889 Class B Non-Voting Shares. F1 · derivative.expiration_date: As described on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 8, 2020 (File No. 005-55587), a portion of the shares of the Issuer that Liberty Global Ventures Limited (formerly known as Liberty Global Incorporated Limited) ("Liberty"), a wholly-owned subsidiary of Liberty Global plc ("Liberty Global"), holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. F2 · derivative.expiration_date: Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F3 · derivative.expiration_date: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A voting shares of the Issuer, no par value ("Class A Voting Shares"), and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). F4 · derivative.expiration_date: In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F5 · derivative.expiration_date: As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. F6 · derivative.expiration_date: Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. F7 · derivative.expiration_date: On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount"). F9 · derivative.expiration_date: On September 16, 2020, 277,778 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $10.0271 with respect to the Class A Voting Shares and $9.2693 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,679,521.69, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,889 Class A Voting Shares and 138,889 Class B Non-Voting Shares. F8 · ownership.nature: These shares are held by Liberty. Because Liberty is a direct wholly-owned subsidiary of Liberty Global, Liberty Global may be deemed to beneficially own all of the reported Class A Voting Shares and share voting and dispositive power over the Class A Voting Shares. Read SEC document |
| September 16, 2020 Filed Sep 18, 2020 22:53 UTC |
Liberty Global Ltd.10% owner
Liberty Global Ventures Ltd10% owner
|
OtherClass B Non-Voting Shares | 138,889 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000947871-20-000743 · ownership.xml · nonDerivative · entry 4 Liberty Global plc · CIK 0001570585 · 10% owner Liberty Global Ventures Ltd · CIK 0001658493 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Through wholly-owned subsidiary Disclosed balance after: 2,500,000 F1 · kind: As described on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 8, 2020 (File No. 005-55587), a portion of the shares of the Issuer that Liberty Global Ventures Limited (formerly known as Liberty Global Incorporated Limited) ("Liberty"), a wholly-owned subsidiary of Liberty Global plc ("Liberty Global"), holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. F2 · kind: Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F3 · kind: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A voting shares of the Issuer, no par value ("Class A Voting Shares"), and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). F4 · kind: In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F5 · kind: As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. F6 · kind: Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. F7 · kind: On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount"). F9 · kind: On September 16, 2020, 277,778 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $10.0271 with respect to the Class A Voting Shares and $9.2693 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,679,521.69, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,889 Class A Voting Shares and 138,889 Class B Non-Voting Shares. F1 · price: As described on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 8, 2020 (File No. 005-55587), a portion of the shares of the Issuer that Liberty Global Ventures Limited (formerly known as Liberty Global Incorporated Limited) ("Liberty"), a wholly-owned subsidiary of Liberty Global plc ("Liberty Global"), holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. F2 · price: Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F3 · price: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A voting shares of the Issuer, no par value ("Class A Voting Shares"), and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). F4 · price: In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F5 · price: As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. F6 · price: Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. F7 · price: On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount"). F9 · price: On September 16, 2020, 277,778 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $10.0271 with respect to the Class A Voting Shares and $9.2693 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,679,521.69, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,889 Class A Voting Shares and 138,889 Class B Non-Voting Shares. F8 · ownership.nature: These shares are held by Liberty. Because Liberty is a direct wholly-owned subsidiary of Liberty Global, Liberty Global may be deemed to beneficially own all of the reported Class A Voting Shares and share voting and dispositive power over the Class A Voting Shares. Read SEC document |
| September 16, 2020 Filed Sep 18, 2020 22:53 UTC |
Liberty Global Ltd.10% owner
Liberty Global Ventures Ltd10% owner
|
OtherClass B Non-Voting Shares | 138,889 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000947871-20-000743 · ownership.xml · nonDerivative · entry 3 Liberty Global plc · CIK 0001570585 · 10% owner Liberty Global Ventures Ltd · CIK 0001658493 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Through wholly-owned subsidiary Disclosed balance after: 2,361,111 F1 · kind: As described on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 8, 2020 (File No. 005-55587), a portion of the shares of the Issuer that Liberty Global Ventures Limited (formerly known as Liberty Global Incorporated Limited) ("Liberty"), a wholly-owned subsidiary of Liberty Global plc ("Liberty Global"), holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. F2 · kind: Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F3 · kind: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A voting shares of the Issuer, no par value ("Class A Voting Shares"), and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). F4 · kind: In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F5 · kind: As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. F6 · kind: Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. F7 · kind: On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount"). F9 · kind: On September 16, 2020, 277,778 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $10.0271 with respect to the Class A Voting Shares and $9.2693 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,679,521.69, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,889 Class A Voting Shares and 138,889 Class B Non-Voting Shares. F1 · price: As described on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 8, 2020 (File No. 005-55587), a portion of the shares of the Issuer that Liberty Global Ventures Limited (formerly known as Liberty Global Incorporated Limited) ("Liberty"), a wholly-owned subsidiary of Liberty Global plc ("Liberty Global"), holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. F2 · price: Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F3 · price: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A voting shares of the Issuer, no par value ("Class A Voting Shares"), and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). F4 · price: In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F5 · price: As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. F6 · price: Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. F7 · price: On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount"). F9 · price: On September 16, 2020, 277,778 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $10.0271 with respect to the Class A Voting Shares and $9.2693 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,679,521.69, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,889 Class A Voting Shares and 138,889 Class B Non-Voting Shares. F8 · ownership.nature: These shares are held by Liberty. Because Liberty is a direct wholly-owned subsidiary of Liberty Global, Liberty Global may be deemed to beneficially own all of the reported Class A Voting Shares and share voting and dispositive power over the Class A Voting Shares. Read SEC document |
| September 16, 2020 Filed Sep 18, 2020 22:53 UTC |
Liberty Global Ltd.10% owner
Liberty Global Ventures Ltd10% owner
|
OtherClass A Voting Shares | 138,889 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000947871-20-000743 · ownership.xml · nonDerivative · entry 2 Liberty Global plc · CIK 0001570585 · 10% owner Liberty Global Ventures Ltd · CIK 0001658493 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Through wholly-owned subsidiary Disclosed balance after: 4,049,972 F1 · kind: As described on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 8, 2020 (File No. 005-55587), a portion of the shares of the Issuer that Liberty Global Ventures Limited (formerly known as Liberty Global Incorporated Limited) ("Liberty"), a wholly-owned subsidiary of Liberty Global plc ("Liberty Global"), holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. F2 · kind: Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F3 · kind: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A voting shares of the Issuer, no par value ("Class A Voting Shares"), and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). F4 · kind: In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F5 · kind: As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. F6 · kind: Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. F7 · kind: On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount"). F9 · kind: On September 16, 2020, 277,778 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $10.0271 with respect to the Class A Voting Shares and $9.2693 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,679,521.69, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,889 Class A Voting Shares and 138,889 Class B Non-Voting Shares. F1 · price: As described on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 8, 2020 (File No. 005-55587), a portion of the shares of the Issuer that Liberty Global Ventures Limited (formerly known as Liberty Global Incorporated Limited) ("Liberty"), a wholly-owned subsidiary of Liberty Global plc ("Liberty Global"), holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. F2 · price: Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F3 · price: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A voting shares of the Issuer, no par value ("Class A Voting Shares"), and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). F4 · price: In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F5 · price: As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. F6 · price: Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. F7 · price: On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount"). F9 · price: On September 16, 2020, 277,778 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $10.0271 with respect to the Class A Voting Shares and $9.2693 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,679,521.69, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,889 Class A Voting Shares and 138,889 Class B Non-Voting Shares. F8 · ownership.nature: These shares are held by Liberty. Because Liberty is a direct wholly-owned subsidiary of Liberty Global, Liberty Global may be deemed to beneficially own all of the reported Class A Voting Shares and share voting and dispositive power over the Class A Voting Shares. Read SEC document |
| September 16, 2020 Filed Sep 18, 2020 22:53 UTC |
Liberty Global Ltd.10% owner
Liberty Global Ventures Ltd10% owner
|
OtherClass A Voting Shares | 138,889 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000947871-20-000743 · ownership.xml · nonDerivative · entry 1 Liberty Global plc · CIK 0001570585 · 10% owner Liberty Global Ventures Ltd · CIK 0001658493 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Through wholly-owned subsidiary Disclosed balance after: 3,911,083 F1 · kind: As described on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 8, 2020 (File No. 005-55587), a portion of the shares of the Issuer that Liberty Global Ventures Limited (formerly known as Liberty Global Incorporated Limited) ("Liberty"), a wholly-owned subsidiary of Liberty Global plc ("Liberty Global"), holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. F2 · kind: Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F3 · kind: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A voting shares of the Issuer, no par value ("Class A Voting Shares"), and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). F4 · kind: In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F5 · kind: As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. F6 · kind: Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. F7 · kind: On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount"). F9 · kind: On September 16, 2020, 277,778 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $10.0271 with respect to the Class A Voting Shares and $9.2693 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,679,521.69, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,889 Class A Voting Shares and 138,889 Class B Non-Voting Shares. F1 · price: As described on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on September 8, 2020 (File No. 005-55587), a portion of the shares of the Issuer that Liberty Global Ventures Limited (formerly known as Liberty Global Incorporated Limited) ("Liberty"), a wholly-owned subsidiary of Liberty Global plc ("Liberty Global"), holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. F2 · price: Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F3 · price: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A voting shares of the Issuer, no par value ("Class A Voting Shares"), and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). F4 · price: In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F5 · price: As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. F6 · price: Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. F7 · price: On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount"). F9 · price: On September 16, 2020, 277,778 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $10.0271 with respect to the Class A Voting Shares and $9.2693 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,679,521.69, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,889 Class A Voting Shares and 138,889 Class B Non-Voting Shares. F8 · ownership.nature: These shares are held by Liberty. Because Liberty is a direct wholly-owned subsidiary of Liberty Global, Liberty Global may be deemed to beneficially own all of the reported Class A Voting Shares and share voting and dispositive power over the Class A Voting Shares. Read SEC document |
| September 15, 2020 Filed Sep 16, 2020 01:14 UTC |
Liberty Global Ltd.10% owner
Liberty Global Ventures Ltd10% owner
|
OtherVariable Pre-paid Forward Transaction · Derivative | 277,778 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000947871-20-000733 · ownership.xml · derivative · entry 16 Liberty Global plc · CIK 0001570585 · 10% owner Liberty Global Ventures Ltd · CIK 0001658493 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Through wholly-owned subsidiary Disclosed balance after: 833,333 Underlying: Units of Class A Voting Shares and Class B Non-Voting Shares · 1,111,111 shares Expires not disclosed F3 · derivative.exercise_price: As described on an amendment to the Schedule 13D, filed on September 8, 2020, a portion of the shares of the issuer that Liberty holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F4 · derivative.exercise_price: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A Voting Shares, and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F3 · kind: As described on an amendment to the Schedule 13D, filed on September 8, 2020, a portion of the shares of the issuer that Liberty holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F4 · kind: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A Voting Shares, and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F5 · kind: As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. F6 · kind: Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. F7 · kind: On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount"). F10 · kind: On September 15, 2020, 277,778 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $9.8524 with respect to the Class A Voting Shares and $9.0874 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,630,003.78, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,889 Class A Voting Shares and 138,889 Class B Non-Voting Shares. F3 · price: As described on an amendment to the Schedule 13D, filed on September 8, 2020, a portion of the shares of the issuer that Liberty holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F4 · price: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A Voting Shares, and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F5 · price: As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. F6 · price: Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. F7 · price: On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount"). F10 · price: On September 15, 2020, 277,778 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $9.8524 with respect to the Class A Voting Shares and $9.0874 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,630,003.78, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,889 Class A Voting Shares and 138,889 Class B Non-Voting Shares. F3 · derivative.exercise_date: As described on an amendment to the Schedule 13D, filed on September 8, 2020, a portion of the shares of the issuer that Liberty holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F4 · derivative.exercise_date: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A Voting Shares, and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F5 · derivative.exercise_date: As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. F6 · derivative.exercise_date: Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. F7 · derivative.exercise_date: On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount"). F10 · derivative.exercise_date: On September 15, 2020, 277,778 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $9.8524 with respect to the Class A Voting Shares and $9.0874 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,630,003.78, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,889 Class A Voting Shares and 138,889 Class B Non-Voting Shares. F3 · derivative.expiration_date: As described on an amendment to the Schedule 13D, filed on September 8, 2020, a portion of the shares of the issuer that Liberty holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F4 · derivative.expiration_date: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A Voting Shares, and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F5 · derivative.expiration_date: As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. F6 · derivative.expiration_date: Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. F7 · derivative.expiration_date: On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount"). F10 · derivative.expiration_date: On September 15, 2020, 277,778 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $9.8524 with respect to the Class A Voting Shares and $9.0874 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,630,003.78, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,889 Class A Voting Shares and 138,889 Class B Non-Voting Shares. F1 · ownership.nature: These shares are held by Liberty Global Ventures Limited (formerly known as Liberty Global Incorporated Limited) ("Liberty"), a wholly-owned subsidiary of Liberty Global plc ("Liberty Global"). Because Liberty is a direct wholly-owned subsidiary of Liberty Global, Liberty Global may be deemed to beneficially own all of the reported Class A voting shares of the Issuer, no par value ("Class A Voting Shares") and share voting and dispositive power over the Class A Voting Shares. Read SEC document |
| September 15, 2020 Filed Sep 16, 2020 01:14 UTC |
Liberty Global Ltd.10% owner
Liberty Global Ventures Ltd10% owner
|
OtherClass B Non-Voting Shares | 138,889 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000947871-20-000733 · ownership.xml · nonDerivative · entry 13 Liberty Global plc · CIK 0001570585 · 10% owner Liberty Global Ventures Ltd · CIK 0001658493 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Through wholly-owned subsidiary Disclosed balance after: 2,500,000 F3 · kind: As described on an amendment to the Schedule 13D, filed on September 8, 2020, a portion of the shares of the issuer that Liberty holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F4 · kind: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A Voting Shares, and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F5 · kind: As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. F6 · kind: Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. F7 · kind: On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount"). F10 · kind: On September 15, 2020, 277,778 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $9.8524 with respect to the Class A Voting Shares and $9.0874 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,630,003.78, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,889 Class A Voting Shares and 138,889 Class B Non-Voting Shares. F3 · price: As described on an amendment to the Schedule 13D, filed on September 8, 2020, a portion of the shares of the issuer that Liberty holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F4 · price: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A Voting Shares, and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F5 · price: As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. F6 · price: Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. F7 · price: On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount"). F10 · price: On September 15, 2020, 277,778 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $9.8524 with respect to the Class A Voting Shares and $9.0874 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,630,003.78, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,889 Class A Voting Shares and 138,889 Class B Non-Voting Shares. F1 · ownership.nature: These shares are held by Liberty Global Ventures Limited (formerly known as Liberty Global Incorporated Limited) ("Liberty"), a wholly-owned subsidiary of Liberty Global plc ("Liberty Global"). Because Liberty is a direct wholly-owned subsidiary of Liberty Global, Liberty Global may be deemed to beneficially own all of the reported Class A voting shares of the Issuer, no par value ("Class A Voting Shares") and share voting and dispositive power over the Class A Voting Shares. Read SEC document |
| September 15, 2020 Filed Sep 16, 2020 01:14 UTC |
Liberty Global Ltd.10% owner
Liberty Global Ventures Ltd10% owner
|
OtherClass B Non-Voting Shares | 138,889 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000947871-20-000733 · ownership.xml · nonDerivative · entry 12 Liberty Global plc · CIK 0001570585 · 10% owner Liberty Global Ventures Ltd · CIK 0001658493 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Through wholly-owned subsidiary Disclosed balance after: 2,361,111 F3 · kind: As described on an amendment to the Schedule 13D, filed on September 8, 2020, a portion of the shares of the issuer that Liberty holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F4 · kind: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A Voting Shares, and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F5 · kind: As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. F6 · kind: Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. F7 · kind: On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount"). F10 · kind: On September 15, 2020, 277,778 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $9.8524 with respect to the Class A Voting Shares and $9.0874 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,630,003.78, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,889 Class A Voting Shares and 138,889 Class B Non-Voting Shares. F3 · price: As described on an amendment to the Schedule 13D, filed on September 8, 2020, a portion of the shares of the issuer that Liberty holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F4 · price: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A Voting Shares, and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F5 · price: As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. F6 · price: Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. F7 · price: On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount"). F10 · price: On September 15, 2020, 277,778 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $9.8524 with respect to the Class A Voting Shares and $9.0874 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,630,003.78, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,889 Class A Voting Shares and 138,889 Class B Non-Voting Shares. F1 · ownership.nature: These shares are held by Liberty Global Ventures Limited (formerly known as Liberty Global Incorporated Limited) ("Liberty"), a wholly-owned subsidiary of Liberty Global plc ("Liberty Global"). Because Liberty is a direct wholly-owned subsidiary of Liberty Global, Liberty Global may be deemed to beneficially own all of the reported Class A voting shares of the Issuer, no par value ("Class A Voting Shares") and share voting and dispositive power over the Class A Voting Shares. Read SEC document |
| September 15, 2020 Filed Sep 16, 2020 01:14 UTC |
Liberty Global Ltd.10% owner
Liberty Global Ventures Ltd10% owner
|
OtherClass A Voting Shares | 138,889 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000947871-20-000733 · ownership.xml · nonDerivative · entry 11 Liberty Global plc · CIK 0001570585 · 10% owner Liberty Global Ventures Ltd · CIK 0001658493 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Through wholly-owned subsidiary Disclosed balance after: 4,049,972 F3 · kind: As described on an amendment to the Schedule 13D, filed on September 8, 2020, a portion of the shares of the issuer that Liberty holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F4 · kind: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A Voting Shares, and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F5 · kind: As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. F6 · kind: Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. F7 · kind: On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount"). F10 · kind: On September 15, 2020, 277,778 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $9.8524 with respect to the Class A Voting Shares and $9.0874 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,630,003.78, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,889 Class A Voting Shares and 138,889 Class B Non-Voting Shares. F3 · price: As described on an amendment to the Schedule 13D, filed on September 8, 2020, a portion of the shares of the issuer that Liberty holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F4 · price: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A Voting Shares, and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F5 · price: As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. F6 · price: Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. F7 · price: On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount"). F10 · price: On September 15, 2020, 277,778 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $9.8524 with respect to the Class A Voting Shares and $9.0874 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,630,003.78, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,889 Class A Voting Shares and 138,889 Class B Non-Voting Shares. F1 · ownership.nature: These shares are held by Liberty Global Ventures Limited (formerly known as Liberty Global Incorporated Limited) ("Liberty"), a wholly-owned subsidiary of Liberty Global plc ("Liberty Global"). Because Liberty is a direct wholly-owned subsidiary of Liberty Global, Liberty Global may be deemed to beneficially own all of the reported Class A voting shares of the Issuer, no par value ("Class A Voting Shares") and share voting and dispositive power over the Class A Voting Shares. Read SEC document |
| September 15, 2020 Filed Sep 16, 2020 01:14 UTC |
Liberty Global Ltd.10% owner
Liberty Global Ventures Ltd10% owner
|
OtherClass A Voting Shares | 138,889 | Not disclosed | Not disclosed |
DisclosureSEC source: 0000947871-20-000733 · ownership.xml · nonDerivative · entry 10 Liberty Global plc · CIK 0001570585 · 10% owner Liberty Global Ventures Ltd · CIK 0001658493 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · Through wholly-owned subsidiary Disclosed balance after: 3,911,083 F3 · kind: As described on an amendment to the Schedule 13D, filed on September 8, 2020, a portion of the shares of the issuer that Liberty holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F4 · kind: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A Voting Shares, and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F5 · kind: As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. F6 · kind: Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. F7 · kind: On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount"). F10 · kind: On September 15, 2020, 277,778 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $9.8524 with respect to the Class A Voting Shares and $9.0874 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,630,003.78, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,889 Class A Voting Shares and 138,889 Class B Non-Voting Shares. F3 · price: As described on an amendment to the Schedule 13D, filed on September 8, 2020, a portion of the shares of the issuer that Liberty holds are subject to a loan and collar arrangement under which such shares are pledged as collateral to Bank of America ("Bank"). The collar has been an effective economic hedge against the price deterioration of such shares observed since it, and the loan, was put in place at the time of acquisition of the shares in November 2015. Liberty delivered a notice to Bank on September 4, 2020 to begin paying off and unwinding these loan and collar arrangements over time, which will have the net effect of a cash settlement of the loan and a release of the pledge. As a result, Liberty will have unencumbered ownership of all of its shares of the Issuer. No increase in Liberty's ownership will occur as a result of the paying off and unwinding of these arrangements - Liberty will continue to own the shares but no longer subject to a pledge. F4 · price: The collar referenced above, which is a Variable Pre-paid Forward Transaction with the Bank ("Transaction") was, as previously reported, entered into by Liberty on November 12, 2015 and relates to 2,500,000 common shares of the Issuer, no par value ("Common Shares"), and subsequently, pursuant to a reclassification exempt under Rule 16b-7, each Common Share was reclassified (the "Reclassification") into 0.5 Class A Voting Shares, and 0.5 Class B non-voting shares of the Issuer, no par value ("Class B Non-Voting Shares"). In connection with the Reclassification, pursuant to a notice dated February 10, 2017 given by the Bank as calculation agent, the terms of the Transaction were adjusted to reflect the Reclassification with no change to the economic rights and obligations of either Liberty or the Bank. As adjusted, the Transaction relates to units consisting of 0.5 shares of the Class A Voting Shares and 0.5 shares of the Class B Non-Voting Shares. F5 · price: As previously reported, Liberty received a cash payment of $70,889,585.00 as of the date of entering into the Transaction. Liberty pledged 2,500,000 Common Shares to the Bank to secure its obligations under the Transaction; in connection with the Reclassification, such pledged Common Shares were replaced by a pledge by Liberty of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares (collectively, the "Pledged Shares"). In most circumstances, Liberty retained voting rights in the Pledged Shares during the term of the pledge, but Liberty is obligated to share with the Bank the economic benefit of any dividends paid during the term of the pledge based on a formula that takes into account a theoretical hedging position by the Bank. F6 · price: Subject to Liberty's right to elect to early terminate the Transaction (in whole or in part) ("Optional Early Termination"), the Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component") designated by a valuation date; as previously reported, the Components for Tranche 1 were the 25 trading days from July 25, 2019 through August 28, 2019, inclusive, and were cash settled by Liberty; the Components for Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the Components for Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive. F7 · price: On September 4, 2020, Liberty elected Optional Early Termination with respect to Tranche 2 and Tranche 3, as set forth in the notice provided by Liberty to the Bank as of that date. The Bank then promptly notified Liberty that the Optional Early Termination would occur over 6 trading days, beginning on and including September 11, 2020, until and including September 18, 2020 (the "Unwind Dates"). In respect of each Unwind Date, Liberty will deliver to the Bank a cash equivalent of 99.98% of the reference notional, which is equal to the Bank's unwind execution price of Class A Voting Shares and Class B Non-Voting Shares multiplied by the Pledged Shares of the same class terminating on the applicable Unwind Date, (each such payment, an "Unwind Amount"). F10 · price: On September 15, 2020, 277,778 shares subject to the Optional Early Termination terminated, which Liberty will cash settle. The Bank's unwind execution prices were $9.8524 with respect to the Class A Voting Shares and $9.0874 with respect to the Class B Non-Voting Shares; therefore, the Unwind Amount was $2,630,003.78, which Liberty will settle in cash to the Bank, and the Pledged Shares were reduced by 138,889 Class A Voting Shares and 138,889 Class B Non-Voting Shares. F1 · ownership.nature: These shares are held by Liberty Global Ventures Limited (formerly known as Liberty Global Incorporated Limited) ("Liberty"), a wholly-owned subsidiary of Liberty Global plc ("Liberty Global"). Because Liberty is a direct wholly-owned subsidiary of Liberty Global, Liberty Global may be deemed to beneficially own all of the reported Class A voting shares of the Issuer, no par value ("Class A Voting Shares") and share voting and dispositive power over the Class A Voting Shares. Read SEC document |
| September 15, 2020 Filed Sep 16, 2020 21:03 UTC |
Clyburn Mignon LDirector
|
GrantClass B Common Shares | 2,818 | $0.00 | $0.00 |
DisclosureSEC source: 0001237441-20-000013 · primary_doc.xml · nonDerivative · entry 2 Clyburn Mignon L · CIK 0001770354 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 2,818 F1 · shares: Annual director compensation awards of restricted share units ("RSUs"). F3 · balance_after: Amount includes 2,818 RSUs granted by the Issuer, payable upon vesting in an equal number of Class B common shares of the Issuer, that are scheduled to vest in three equal annual installments beginning September 15, 2021. Read SEC document |
| September 15, 2020 Filed Sep 16, 2020 21:03 UTC |
Clyburn Mignon LDirector
|
GrantClass A Common Shares | 2,593 | $0.00 | $0.00 |
DisclosureSEC source: 0001237441-20-000013 · primary_doc.xml · nonDerivative · entry 1 Clyburn Mignon L · CIK 0001770354 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 2,593 F1 · shares: Annual director compensation awards of restricted share units ("RSUs"). F2 · balance_after: Amount includes 2,593 RSUs granted by the Issuer, payable upon vesting in an equal number of Class A common shares of the Issuer, that are scheduled to vest in three equal annual installments beginning September 15, 2021. Read SEC document |
| September 15, 2020 Filed Sep 16, 2020 20:49 UTC |
Sanchez Daniel E.Director
|
GrantClass B Common Shares | 2,818 | $0.00 | $0.00 |
DisclosureSEC source: 0001237441-20-000011 · primary_doc.xml · nonDerivative · entry 2 Sanchez Daniel E. · CIK 0001567395 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 8,572 F1 · shares: Annual director compensation awards of restricted share units ("RSUs"). F3 · balance_after: Amount includes the following RSUs granted by the Issuer, payable upon vesting in an equal number of Class B common shares of the Issuer: (i) 1,616 RSUs that are scheduled to vest in two equal annual installments beginning September 10, 2021; (ii) 391 RSUs that are scheduled to vest on September 11, 2021; and (iii) 2,818 RSUs that are scheduled to vest in three equal annual installments beginning September 15, 2021. Read SEC document |
| September 15, 2020 Filed Sep 16, 2020 20:49 UTC |
Sanchez Daniel E.Director
|
GrantClass A Common Shares | 2,593 | $0.00 | $0.00 |
DisclosureSEC source: 0001237441-20-000011 · primary_doc.xml · nonDerivative · entry 1 Sanchez Daniel E. · CIK 0001567395 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 8,339 F1 · shares: Annual director compensation awards of restricted share units ("RSUs"). F2 · balance_after: Amount includes the following RSUs granted by the Issuer, payable upon vesting in an equal number of Class A common shares of the Issuer: (i) 1,511 RSUs that are scheduled to vest in two equal annual installments beginning September 10, 2021; (ii) 372 RSUs that are scheduled to vest on September 11, 2021; and (iii) 2,593 RSUs that are scheduled to vest in three equal annual installments beginning September 15, 2021. Read SEC document |
| September 15, 2020 Filed Sep 16, 2020 20:42 UTC |
Simm DarylDirector
|
GrantClass B Common Shares | 2,818 | $0.00 | $0.00 |
DisclosureSEC source: 0001237441-20-000010 · primary_doc.xml · nonDerivative · entry 2 Simm Daryl · CIK 0001303840 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 48,444 F1 · shares: Annual director compensation awards of restricted share units ("RSUs"). F3 · balance_after: Amount includes the following RSUs granted by the Issuer, payable upon vesting in an equal number of Class B common shares of the Issuer: (i) 1,616 RSUs that are scheduled to vest in two equal annual installments beginning September 10, 2021; (ii) 391 RSUs that are scheduled to vest on September 11, 2021: and (iii) 2,818 RSUs that are scheduled to vest in three equal annual installments beginning September 15, 2021. Read SEC document |
| September 15, 2020 Filed Sep 16, 2020 20:42 UTC |
Simm DarylDirector
|
GrantClass A Common Shares | 2,593 | $0.00 | $0.00 |
DisclosureSEC source: 0001237441-20-000010 · primary_doc.xml · nonDerivative · entry 1 Simm Daryl · CIK 0001303840 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 47,699 F1 · shares: Annual director compensation awards of restricted share units ("RSUs"). F2 · balance_after: Amount includes the following RSUs granted by the Issuer, payable upon vesting in an equal number of Class A common shares of the Issuer: (i) 1,511 RSUs that are scheduled to vest in two equal annual installments beginning September 10, 2021; (ii) 372 RSUs that are scheduled to vest on September 11, 2021; and (iii) 2,593 RSUs that are scheduled to vest in three equal annual installments beginning September 15, 2021. Read SEC document |
| September 15, 2020 Filed Sep 16, 2020 20:34 UTC |
SIMMONS HARDWICKDirector
|
GrantClass B Common Shares | 2,818 | $0.00 | $0.00 |
DisclosureSEC source: 0001237441-20-000009 · primary_doc.xml · nonDerivative · entry 2 SIMMONS HARDWICK · CIK 0001207210 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 56,932 F1 · shares: Annual director compensation awards of restricted share units ("RSUs"). F3 · balance_after: Amount includes the following RSUs granted by the Issuer, payable upon vesting in an equal number of Class B common shares of the Issuer: (i) 1,616 RSUs that are scheduled to vest in two equal annual installments beginning September 10, 2021; (ii) 391 RSUs that are scheduled to vest on September 11, 2021; and (iii) 2,818 RSUs that are scheduled to vest in three equal annual installments beginning September 15, 2021. Read SEC document |
| September 15, 2020 Filed Sep 16, 2020 20:34 UTC |
SIMMONS HARDWICKDirector
|
GrantClass A Common Shares | 2,593 | $0.00 | $0.00 |
DisclosureSEC source: 0001237441-20-000009 · primary_doc.xml · nonDerivative · entry 1 SIMMONS HARDWICK · CIK 0001207210 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 56,167 F1 · shares: Annual director compensation awards of restricted share units ("RSUs"). F2 · balance_after: Amount includes the following RSUs granted by the Issuer, payable upon vesting in an equal number of Class A common shares of the Issuer: (i) 1,511 RSUs that are scheduled to vest in two equal annual installments beginning September 10, 2021; (ii) 372 RSUs that are scheduled to vest on September 11, 2021; and (iii) 2,593 RSUs that are scheduled to vest in three equal annual installments beginning September 15, 2021. Read SEC document |
| September 15, 2020 Filed Sep 16, 2020 20:25 UTC |
Crawford GordonDirector
|
GrantClass B Common Shaares | 2,818 | $0.00 | $0.00 |
DisclosureSEC source: 0001237441-20-000008 · primary_doc.xml · nonDerivative · entry 2 Crawford Gordon · CIK 0001567530 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 519,493 F1 · shares: Annual director compensation awards of restricted share units ("RSUs"). F3 · balance_after: Amount includes the following RSUs granted by the Issuer, payable upon vesting in an equal number of Class B common shares of the Issuer: (i) 1,616 RSUs that are scheduled to vest in two equal annual installments beginning September 10, 2021; (ii) 391 RSUs that are scheduled to vest on September 11, 2021; and (iii) 2,818 RSUs that are scheduled to vest in three equal annual installments beginning September 15, 2021. Read SEC document |
| September 15, 2020 Filed Sep 16, 2020 20:25 UTC |
Crawford GordonDirector
|
GrantClass A Common Shares | 2,593 | $0.00 | $0.00 |
DisclosureSEC source: 0001237441-20-000008 · primary_doc.xml · nonDerivative · entry 1 Crawford Gordon · CIK 0001567530 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 258,535 F1 · shares: Annual director compensation awards of restricted share units ("RSUs"). F2 · balance_after: Amount includes the following RSUs granted by the Issuer, payable upon vesting in an equal number of Class A common shares of the Issuer: (i) 1,511 RSUs that are scheduled to vest in two equal annual installments beginning September 10, 2021; (ii) 372 RSUs that are scheduled to vest on September 11, 2021; and (iii) 2,593 RSUs that are scheduled to vest in three equal annual installments beginning September 15, 2021. Read SEC document |
| September 15, 2020 Filed Sep 16, 2020 20:18 UTC |
Ostolaza YvetteDirector
|
GrantClass B Common Shares | 2,818 | $0.00 | $0.00 |
DisclosureSEC source: 0001237441-20-000007 · primary_doc.xml · nonDerivative · entry 2 Ostolaza Yvette · CIK 0001796999 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 4,097 F1 · shares: Annual director compensation awards of restricted share units ("RSUs"). F3 · balance_after: Amount includes 2,818 RSUs granted by the Issuer, payable upon vesting in an equal number of Class B common shares of the Issuer, that are scheduled to vest in three equal annual installments beginning September 15, 2021. Read SEC document |
| September 15, 2020 Filed Sep 16, 2020 20:18 UTC |
Ostolaza YvetteDirector
|
GrantClass A Common Shares | 2,593 | $0.00 | $0.00 |
DisclosureSEC source: 0001237441-20-000007 · primary_doc.xml · nonDerivative · entry 1 Ostolaza Yvette · CIK 0001796999 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 12,581 F1 · shares: Annual director compensation awards of restricted share units ("RSUs"). F2 · balance_after: Amount includes 2,593 RSUs granted by the Issuer, payable upon vesting in an equal number of Class A common shares of the Issuer, that are scheduled to vest in three equal annual installments beginning September 15, 2021. Read SEC document |
| September 15, 2020 Filed Sep 16, 2020 20:12 UTC |
McCaw SusanDirector
|
GrantClass B Common Shares | 2,818 | $0.00 | $0.00 |
DisclosureSEC source: 0001237441-20-000006 · primary_doc.xml · nonDerivative · entry 2 McCaw Susan · CIK 0001752099 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 8,951 F1 · shares: Annual director compensation awards of restricted share units ("RSUs"). F3 · balance_after: Amount includes the following RSUs granted by the Issuer, payable upon vesting in an equal number of Class B common shares of the Issuer: (i) 1,616 RSUs that are scheduled to vest in two equal annual installments beginning September 10, 2021; (ii) 381 RSUs that are scheduled to vest on September 11, 2021; and (iii) 2,818 RSUs that are scheduled to vest in three equal annual installments beginning September 15, 2021. Read SEC document |
| September 15, 2020 Filed Sep 16, 2020 20:12 UTC |
McCaw SusanDirector
|
GrantClass A Common Shares | 2,593 | $0.00 | $0.00 |
DisclosureSEC source: 0001237441-20-000006 · primary_doc.xml · nonDerivative · entry 1 McCaw Susan · CIK 0001752099 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 13,355 F1 · shares: Annual director compensation awards of restricted share units ("RSUs"). F2 · balance_after: Amount includes the following RSUs granted by the Issuer, payable upon vesting in an equal number of Class A common shares of the Issuer: (i) 1,511 RSUs that are scheduled to vest in two equal annual installments beginning September 10, 2021; (ii) 372 RSUs that are scheduled to vest on September 11, 2021; and (iii) 2,593 RSUs that are scheduled to vest in three equal annual installments beginning September 15, 2021. Read SEC document |
| September 15, 2020 Filed Sep 17, 2020 20:18 UTC |
FINE EMILYDirector
|
GrantClass B Non-Voting Shares | 2,812 | $8.89 | $24,998.68 |
DisclosureSEC source: 0000899243-20-025526 · doc4.xml · nonDerivative · entry 4 Fine Emily · CIK 0001658532 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 2,812 F2 · price: These are restricted share units granted by the Issuer, payable upon vesting in an equal number of Class B Non-Voting Shares, which are scheduled to vest in three equal annual installments beginning on September 15, 2021. F2 · ownership.direct: These are restricted share units granted by the Issuer, payable upon vesting in an equal number of Class B Non-Voting Shares, which are scheduled to vest in three equal annual installments beginning on September 15, 2021. Read SEC document |
| September 15, 2020 Filed Sep 17, 2020 20:18 UTC |
FINE EMILYDirector
|
GrantClass A Voting Shares | 2,593 | $9.64 | $24,996.52 |
DisclosureSEC source: 0000899243-20-025526 · doc4.xml · nonDerivative · entry 3 Fine Emily · CIK 0001658532 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 2,593 F1 · price: These are restricted share units granted by the Issuer, payable upon vesting in an equal number of Class A Voting Shares, which are scheduled to vest in three equal annual installments beginning on September 15, 2021. F1 · ownership.direct: These are restricted share units granted by the Issuer, payable upon vesting in an equal number of Class A Voting Shares, which are scheduled to vest in three equal annual installments beginning on September 15, 2021. Read SEC document |
| September 15, 2020 Filed Sep 17, 2020 20:16 UTC |
RACHESKY MARK H MDDirector · 10% owner
|
GrantClass B Non-Voting Shares | 2,812 | $8.89 | $24,998.68 |
DisclosureSEC source: 0000899243-20-025525 · doc4.xml · nonDerivative · entry 4 RACHESKY MARK H MD · CIK 0001194368 · Director · 10% owner 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 2,812 F2 · price: These are restricted share units granted by the Issuer, payable upon vesting in an equal number of Class B Non-Voting Shares, which are scheduled to vest in three equal annual installments beginning on September 15, 2021. F20 · balance_after: The shares reported as owned on this Form 4 do not include the shares, which the reporting persons may be deemed to beneficially own as a result of that certain Voting and Standstill Agreement, by and among the Issuer, Liberty Global Incorporated Limited, a limited company organized under the laws of England and Wales ("Liberty"), Discovery Lightning Investments Ltd., a limited company organized under the laws of England and Wales ("Discovery" and, together with Liberty, the "Buyers"), the parent companies of the Buyers, John C. Malone, Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA, Institutional Partners III and Fund Management, but as to which they have no pecuniary interest. F2 · ownership.direct: These are restricted share units granted by the Issuer, payable upon vesting in an equal number of Class B Non-Voting Shares, which are scheduled to vest in three equal annual installments beginning on September 15, 2021. Read SEC document |
Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.