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Nasdaq · USD

STRZ

STARZ ENTERTAINMENT CORP /CN/

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5541
SEC CIK
0000929351
Parsed reports
704

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
MonthPurchasesSales
Nov 202520
Dec 202503
Jan 202600
Feb 202600
Mar 202601
Apr 202600
May 202626
Jun 202601
Jul 202600
Aug 202624
Sep 202600
Oct 202600

Latest available

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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 dateOwner / reported roleActivity / securityShares / unitsReported priceReported valueDetails
October 01, 2019 Filed Oct 3, 2019 21:06 UTC
FINE EMILYDirector
GrantClass A Voting Shares 1,488 $9.34 $13,897.92
Disclosure

SEC source: 0000899243-19-024953 · doc4.xml · nonDerivative · entry 1

Fine Emily · CIK 0001658532 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,976

F1 · price: Director fees granted in Class A Voting Shares of the Issuer.

Read SEC document
October 01, 2019 Filed Oct 3, 2019 22:07 UTC
Simm DarylDirector
GrantClass B Common Shares 931 $8.81 $8,202.11
Disclosure

SEC source: 0001207210-19-000002 · primary_doc.xml · nonDerivative · entry 2

Simm Daryl · CIK 0001303840 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 44,172

F1 · shares: Director fees paid in common shares.

F3 · 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) 2,425 restricted share units that are scheduled to vest in three equal annual installments beginning September 10, 2020; (ii) 782 restricted share units that are scheduled to vest in two equal annual installments beginning September 11, 2020; and (iii) 287 restricted share units that are scheduled to vest on September 12, 2020.

Read SEC document
October 01, 2019 Filed Oct 3, 2019 22:07 UTC
Simm DarylDirector
GrantClass A Common Shares 878 $9.34 $8,200.52
Disclosure

SEC source: 0001207210-19-000002 · primary_doc.xml · nonDerivative · entry 1

Simm Daryl · CIK 0001303840 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 43,757

F1 · shares: Director fees paid in common shares.

F2 · balance_after: Amount includes the following restricted share units granted by the Issuer, payable upon vesting in an equal number of Class A common shares of the Issuer: (i) 2,267 restricted share units that are scheduled to vest in three equal annual installments beginning September 10, 2020; (ii) 743 restricted share units that are scheduled to vest in two equal annual installments beginning September 11, 2020; and (iii) 275 restricted share units that are scheduled to vest on September 12, 2020.

Read SEC document
October 01, 2019 Filed Oct 3, 2019 21:03 UTC
RACHESKY MARK H MDDirector · 10% owner
GrantClass B Non-Voting Shares 1,941 $8.81 $17,100.21
Disclosure

SEC source: 0000899243-19-024950 · doc4.xml · nonDerivative · entry 2

RACHESKY MARK H MD · CIK 0001194368 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 43,612

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, 2019 Filed Oct 3, 2019 21:03 UTC
RACHESKY MARK H MDDirector · 10% owner
GrantClass A Voting Shares 1,831 $9.34 $17,101.54
Disclosure

SEC source: 0000899243-19-024950 · doc4.xml · nonDerivative · entry 1

RACHESKY MARK H MD · CIK 0001194368 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 43,026

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, 2019 Filed Sep 30, 2019 21:08 UTC
BARGE JAMES WChief Financial Officer
GrantShare Appreciation Rights · Derivative 106,250 $0.00 Strike: $25.22 $0.00
Disclosure

SEC source: 0001237441-19-000001 · primary_doc.xml · derivative · entry 4

BARGE JAMES W · CIK 0001237441 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 106,250

Underlying: Class B Common Shares · 106,250 shares

Expires 2026-12-28

F4 · shares: On September 30, 2019, the reporting person vested in a performance share appreciation right as to 106,250 Class B common shares, as certain performance criteria for such year and tranche were met.

Read SEC document
September 30, 2019 Filed Sep 30, 2019 21:08 UTC
BARGE JAMES WChief Financial Officer
Tax withholdingClass B Common Shares 8,645 $8.70 $75,211.50
Disclosure

SEC source: 0001237441-19-000001 · primary_doc.xml · nonDerivative · entry 2

BARGE JAMES W · CIK 0001237441 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 145,708

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 the restricted share units was previously reported and, pursuant to the Lions Gate Entertainment Corp. 2017 Performance Incentive Plan and the Issuer's policies, 8,645 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) 25,000 restricted share units that are scheduled to vest on September 30, 2020; and (ii) 18,836 restricted share units that are scheduled to vest on June 4, 2020.

Read SEC document
September 30, 2019 Filed Oct 1, 2019 22:07 UTC
Goldsmith BrianChief Operating Officer
GrantNon qualified stock options (right to buy) · Derivative 24,873 $0.00 Strike: $39.16 $0.00
Disclosure

SEC source: 0001558979-19-000001 · primary_doc.xml · derivative · entry 7

Goldsmith Brian · CIK 0001558979 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 24,873

Underlying: Class A Common Shares · 24,873 shares

Expires 2025-11-13

F5 · shares: On September 30, 2019, the reporting person vested in performance options as to 24,873 common shares, as certain performance criteria for such year and tranches were met.

Read SEC document
September 30, 2019 Filed Oct 1, 2019 22:07 UTC
Goldsmith BrianChief Operating Officer
Tax withholdingClass B Common Shares 6,972 $8.70 $60,656.40
Disclosure

SEC source: 0001558979-19-000001 · primary_doc.xml · nonDerivative · entry 6

Goldsmith Brian · CIK 0001558979 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 147,736

F4 · shares: Represents common shares withheld by the Issuer to satisfy certain tax withholding obligations upon the vesting of 14,062 Class A and 14,062 Class B restricted share performance units. The grant of the restricted share performance units is reported herein and, pursuant to the Lions Gate Entertainment Corp. 2017 Performance Incentive Plan and the Issuer's policies, 6,972 Class A common shares and 6,972 Class B 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 incudes the following restricted shares granted by the Issuer, payable upon vesting in an equal number of Class B common shares of the Issuer: (i) 48,316 restricted share units that are scheduled to vest in three equal annual installments on March 11, 2020, September 11, 2020 and September 11, 2021; and (ii) 18,836 restricted share units that are scheduled to vest on June 4, 2020.

Read SEC document
September 30, 2019 Filed Oct 1, 2019 22:07 UTC
Goldsmith BrianChief Operating Officer
GrantClass B Common Shares 14,062 $0.00 $0.00
Disclosure

SEC source: 0001558979-19-000001 · primary_doc.xml · nonDerivative · entry 5

Goldsmith Brian · CIK 0001558979 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 154,708

F3 · shares: Shares issued upon vesting of restricted share performance units granted by the Issuer pursuant to the terms of an employment agreement with the reporting person, which are payable in an equal number of common shares of the Issuer.

F2 · balance_after: Amount incudes the following restricted shares granted by the Issuer, payable upon vesting in an equal number of Class B common shares of the Issuer: (i) 48,316 restricted share units that are scheduled to vest in three equal annual installments on March 11, 2020, September 11, 2020 and September 11, 2021; and (ii) 18,836 restricted share units that are scheduled to vest on June 4, 2020.

Read SEC document
September 30, 2019 Filed Oct 1, 2019 22:07 UTC
Goldsmith BrianChief Operating Officer
Tax withholdingClass A Common Shares 6,972 $9.20 $64,142.40
Disclosure

SEC source: 0001558979-19-000001 · primary_doc.xml · nonDerivative · entry 4

Goldsmith Brian · CIK 0001558979 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 83,012

F4 · shares: Represents common shares withheld by the Issuer to satisfy certain tax withholding obligations upon the vesting of 14,062 Class A and 14,062 Class B restricted share performance units. The grant of the restricted share performance units is reported herein and, pursuant to the Lions Gate Entertainment Corp. 2017 Performance Incentive Plan and the Issuer's policies, 6,972 Class A common shares and 6,972 Class B 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.

Read SEC document
September 30, 2019 Filed Oct 1, 2019 22:07 UTC
Goldsmith BrianChief Operating Officer
GrantClass A Common Shares 14,062 $0.00 $0.00
Disclosure

SEC source: 0001558979-19-000001 · primary_doc.xml · nonDerivative · entry 3

Goldsmith Brian · CIK 0001558979 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 89,984

F3 · shares: Shares issued upon vesting of restricted share performance units granted by the Issuer pursuant to the terms of an employment agreement with the reporting person, which are payable in an equal number of common shares of the Issuer.

Read SEC document
September 30, 2019 Filed Oct 1, 2019 22:07 UTC
Goldsmith BrianChief Operating Officer
Tax withholdingClass B Common Shares 1,640 $8.70 $14,268.00
Disclosure

SEC source: 0001558979-19-000001 · primary_doc.xml · nonDerivative · entry 2

Goldsmith Brian · CIK 0001558979 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 140,646

F1 · shares: Represents common shares withheld by the Issuer to satisfy certain tax withholding obligations upon the vesting of 4,687 Class A and 4,687 Class B restricted share units. The grant of the restricted share units was previously reported and, pursuant to the Lions Gate Entertainment Corp. 2017 Performance Incentive Plan and the Issuer's policies, 1,621 Class A common shares and 1,640 Class B common shares were automatically canceled to cover certain of the reporting person's tax obligations.

F2 · balance_after: Amount incudes the following restricted shares granted by the Issuer, payable upon vesting in an equal number of Class B common shares of the Issuer: (i) 48,316 restricted share units that are scheduled to vest in three equal annual installments on March 11, 2020, September 11, 2020 and September 11, 2021; and (ii) 18,836 restricted share units that are scheduled to vest on June 4, 2020.

Read SEC document
September 30, 2019 Filed Oct 1, 2019 22:07 UTC
Goldsmith BrianChief Operating Officer
Tax withholdingClass A Common Shares 1,621 $9.20 $14,913.20
Disclosure

SEC source: 0001558979-19-000001 · primary_doc.xml · nonDerivative · entry 1

Goldsmith Brian · CIK 0001558979 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 75,922

F1 · shares: Represents common shares withheld by the Issuer to satisfy certain tax withholding obligations upon the vesting of 4,687 Class A and 4,687 Class B restricted share units. The grant of the restricted share units was previously reported and, pursuant to the Lions Gate Entertainment Corp. 2017 Performance Incentive Plan and the Issuer's policies, 1,621 Class A common shares and 1,640 Class B common shares were automatically canceled to cover certain of the reporting person's tax obligations.

Read SEC document
September 26, 2019 Filed Sep 30, 2019 21:08 UTC
BARGE JAMES WChief Financial Officer
GrantShare Appreciation Rights · Derivative 635,526 $0.00 Strike: $8.66 $0.00
Disclosure

SEC source: 0001237441-19-000001 · primary_doc.xml · derivative · entry 3

BARGE JAMES W · CIK 0001237441 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 635,526

Underlying: Class B Common Shares · 635,526 shares

Expires 2029-09-26

F3 · derivative.exercise_date: The share appreciation rights vest in three equal annual installments beginning March 26, 2021.

Read SEC document
September 20, 2019 Filed Oct 1, 2019 22:07 UTC
Goldsmith BrianChief Operating Officer
GrantNon-qualified stock options (right to buy) · Derivative 24,873 $0.00 Strike: $37.86 $0.00
Disclosure

SEC source: 0001558979-19-000001 · primary_doc.xml · derivative · entry 8

Goldsmith Brian · CIK 0001558979 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 24,873

Underlying: Class B Common Shares · 24,873 shares

Expires 2025-11-13

F5 · shares: On September 30, 2019, the reporting person vested in performance options as to 24,873 common shares, as certain performance criteria for such year and tranches were met.

Read SEC document
September 13, 2019 Filed Sep 13, 2019 21:18 UTC Tax withholdingClass B Common Shares 102 $10.55 $1,076.10
Disclosure

SEC source: 0001752099-19-000002 · primary_doc.xml · nonDerivative · entry 2

EVRENSEL ARTHUR · CIK 0001257243 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 27,874

F1 · shares: Represents common shares withheld by the Issuer to satisfy certain tax withholding obligations upon the vesting of 407 common shares previously reported. No common shares were sold by the Issuer or the reporting person.

F3 · 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) 2,425 restricted share units that are scheduled to vest in three equal annual installments beginning September 10, 2020; (ii) 782 restricted share units that are scheduled to vest in two equal annual installments beginning September 11, 2020; and (iii) 287 restricted share units that are scheduled to vest on September 12, 2020.

Read SEC document
September 13, 2019 Filed Sep 13, 2019 21:18 UTC Tax withholdingClass A Common Shares 102 $11.21 $1,143.42
Disclosure

SEC source: 0001752099-19-000002 · primary_doc.xml · nonDerivative · entry 1

EVRENSEL ARTHUR · CIK 0001257243 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 27,525

F1 · shares: Represents common shares withheld by the Issuer to satisfy certain tax withholding obligations upon the vesting of 407 common shares previously reported. 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 A common shares of the Issuer: (i) 2,267 restricted share units that are scheduled to vest in three equal annual installments beginning September 10, 2020; (ii) 743 restricted share units that are scheduled to vest in two equal annual installments beginning September 11, 2020; and (iii) 275 restricted share units that are scheduled to vest on September 12, 2020.

Read SEC document
September 12, 2019 Filed Sep 12, 2019 22:05 UTC Tax withholdingClass B Common Shares 72 $10.99 $791.28
Disclosure

SEC source: 0001567530-19-000006 · primary_doc.xml · nonDerivative · entry 6

EVRENSEL ARTHUR · CIK 0001257243 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 27,976

F6 · shares: Represents common shares withheld by the Issuer to satisfy certain tax withholding obligations upon the vesting of 287 Class B common shares previously reported. No common shares were sold by the Issuer or the reporting person.

F7 · balance_after: Amount includes, as of the date of this report, September 12, 2019, 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) 2,425 restricted share units that are scheduled to vest in three equal annual installments beginning September 10, 2020; (ii) 782 restricted share units that are scheduled to vest in two equal annual installments beginning September 11, 2020; (iii) 287 restricted share units that are scheduled to vest on September 12, 2020; and (iv) 407 restricted share units that are scheduled to vest on September 13, 2019.

Read SEC document
September 12, 2019 Filed Sep 12, 2019 22:05 UTC Tax withholdingClass A Common Shares 69 $11.69 $806.61
Disclosure

SEC source: 0001567530-19-000006 · primary_doc.xml · nonDerivative · entry 5

EVRENSEL ARTHUR · CIK 0001257243 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 27,627

F4 · shares: Represents common shares withheld by the Issuer to satisfy certain tax withholding obligations upon the vesting of 275 Class A common shares previously reported. No common shares were sold by he Issuer or the reporting person.

F5 · balance_after: Amount includes, as of the date of this report, September 12, 2019, the following restricted share units granted by the Issuer, payable upon vesting in an equal number of Class A common shares of the Issuer: (i) 2,267 restricted share units that are scheduled to vest in three equal annual installments beginning September 10, 2020; (ii) 743 restricted share units that are scheduled to vest in two equal annual installments beginning September 11, 2020; (iii) 275 restricted share units that are scheduled to vest on September 12, 2020; and (iv) 407 restricted share units that are scheduled to vest on September 13, 2019.

Read SEC document
September 11, 2019 Filed Sep 12, 2019 22:05 UTC Tax withholdingClass B Common Shares 117 $10.33 $1,208.61
Disclosure

SEC source: 0001567530-19-000006 · primary_doc.xml · nonDerivative · entry 4

EVRENSEL ARTHUR · CIK 0001257243 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 28,048

F3 · shares: Represents common shares withheld by the Issuer to satisfy certain tax withholding obligations upon the vesting of 392 Class B common shares previously reported. No common shares were sold by the Issuer or the reporting person.

Read SEC document
September 11, 2019 Filed Sep 12, 2019 22:05 UTC Tax withholdingClass A Common Shares 111 $11.01 $1,222.11
Disclosure

SEC source: 0001567530-19-000006 · primary_doc.xml · nonDerivative · entry 3

EVRENSEL ARTHUR · CIK 0001257243 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 27,696

F2 · shares: Represents common shares withheld by the Issuer to satisfy certain tax withholding obligations upon the vesting of 372 Class A common shares previously reported. No common shares were sold by the Issuer or the reporting person.

Read SEC document
September 10, 2019 Filed Sep 12, 2019 22:05 UTC GrantClass B Common Shares 2,425 $0.00 $0.00
Disclosure

SEC source: 0001567530-19-000006 · primary_doc.xml · nonDerivative · entry 2

EVRENSEL ARTHUR · CIK 0001257243 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 28,165

F1 · shares: Annual director compensation awards of restricted share units.

Read SEC document
September 10, 2019 Filed Sep 12, 2019 22:05 UTC GrantClass A Common Shares 2,267 $0.00 $0.00
Disclosure

SEC source: 0001567530-19-000006 · primary_doc.xml · nonDerivative · entry 1

EVRENSEL ARTHUR · CIK 0001257243 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 27,807

F1 · shares: Annual director compensation awards of restricted share units.

Read SEC document
September 10, 2019 Filed Sep 12, 2019 21:24 UTC GrantClass B Common Shares 2,425 $0.00 $0.00
Disclosure

SEC source: 0001567530-19-000004 · primary_doc.xml · nonDerivative · entry 2

Sanchez Daniel E. · CIK 0001567395 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,733

F1 · shares: Annual director compensation awards of restricted share units.

F3 · balance_after: Amount includes, as of the date of this report, September 12, 2019, 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) 2,425 restricted share units that are scheduled to vest in three equal annual installments beginning September 20, 2020; and (ii) 782 restricted share units that are scheduled to vest in two equal annual installments beginning September 11, 2020.

Read SEC document
September 10, 2019 Filed Sep 12, 2019 21:24 UTC GrantClass A Common Shares 2,267 $0.00 $0.00
Disclosure

SEC source: 0001567530-19-000004 · primary_doc.xml · nonDerivative · entry 1

Sanchez Daniel E. · CIK 0001567395 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,859

F1 · shares: Annual director compensation awards of restricted share units.

F2 · balance_after: Amount includes, as of the date of this report, September 12, 2019, the following restricted share units granted by the Issuer, payable upon vesting in an equal number of Class A common shares of the Issuer: (i) 2,267 restricted share units that are scheduled to vest in three equal annual installments beginning September 10, 2020; and (ii) 743 restricted share units that are scheduled to vest in two equal annual installments beginning September 11, 2020.

Read SEC document
September 10, 2019 Filed Sep 12, 2019 21:36 UTC GrantClass B Common Shares 2,425 $0.00 $0.00
Disclosure

SEC source: 0001567530-19-000005 · primary_doc.xml · nonDerivative · entry 2

SIMMONS HARDWICK · CIK 0001207210 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 51,508

F1 · shares: Annual director compensation awards of restricted share units.

F3 · balance_after: Amount includes, as of the date of this report, September 12, 2019, 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) 2,425 restricted share units that are scheduled to vest in three equal annual installments beginning September 10, 2020; (ii) 782 restricted share units that are scheduled to vest in two equal annual installments beginning September 11, 2020; (iii) 287 restricted share units that are scheduled to vest on September 12, 2020; and (iv) 407 restricted share units that are scheduled to vest on September 13, 2019.

Read SEC document
September 10, 2019 Filed Sep 12, 2019 21:36 UTC GrantClass A Common Shares 2,267 $0.00 $0.00
Disclosure

SEC source: 0001567530-19-000005 · primary_doc.xml · nonDerivative · entry 1

SIMMONS HARDWICK · CIK 0001207210 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 51,141

F1 · shares: Annual director compensation awards of restricted share units.

F2 · balance_after: Amount includes, as of the date of this report, September 12, 2019, the following restricted share units granted by the Issuer, payable upon vesting in an equal number of Class A common shares of the Issuer: (i) 2,267 restricted share units that are scheduled to vest in three equal annual installments beginning September 10, 2020; (ii) 743 restricted share units that are scheduled to vest in two equal annual installments beginning September 11, 2020; (iii) 275 restricted share units that are scheduled to vest on September 12, 2020; and (iv) 407 restricted share units that are scheduled to vest on September 13, 2019.

Read SEC document
September 10, 2019 Filed Sep 12, 2019 21:14 UTC
McCaw SusanDirector
GrantClass A Common Shares 2,425 $0.00 $0.00
Disclosure

SEC source: 0001567530-19-000003 · primary_doc.xml · nonDerivative · entry 2

McCaw Susan · CIK 0001752099 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,122

F1 · shares: Annual director compensation awards of restricted share units.

F3 · balance_after: Amount includes, as of the date of this report, September 12, 2019, 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) 2,425 restricted share units that are scheduled to vest in three equal annual installments beginning September 10, 2020; and (ii) 782 restricted share units that are scheduled to vest in two equal annual installments beginning September 11, 2020.

Read SEC document
September 10, 2019 Filed Sep 12, 2019 21:14 UTC
McCaw SusanDirector
GrantClass A Common Shares 2,267 $0.00 $0.00
Disclosure

SEC source: 0001567530-19-000003 · primary_doc.xml · nonDerivative · entry 1

McCaw Susan · CIK 0001752099 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 8,875

F1 · shares: Annual director compensation awards of restricted share units.

F2 · balance_after: Amount includes, as of the date of this report, September 12, 2019, the following restricted share units granted by the Issuer, payable upon vesting in an equal number of Class A common shares of the Issuer: (i) 2,267 restricted share units that are scheduled to vest in three equal annual installments beginning September 10, 2020; and (ii) 743 restricted share units that are scheduled to vest in two equal annual installments beginning September 11, 2020.

Read SEC document
September 10, 2019 Filed Sep 12, 2019 20:54 UTC GrantClass B Common Shares 2,425 $0.00 $0.00
Disclosure

SEC source: 0001567530-19-000001 · primary_doc.xml · nonDerivative · entry 2

Crawford Gordon · CIK 0001567530 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 212,233

F1 · shares: Annual director compensation awards of restricted shares units.

F3 · balance_after: Amount includes, as of the date of this report, September 12, 2019, 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) 2,425 restricted share units that are scheduled to vest in three equal annual installments beginning September 10, 2020; (ii) 782 restricted share units that are scheduled to vest in two equal annual installments beginning September 11, 2020; (iii) 287 restricted share units that are scheduled to vest on September 12, 2020; and (iv) 407 restricted share units that are scheduled to vest on September 13, 2019.

Read SEC document
September 10, 2019 Filed Sep 12, 2019 20:54 UTC GrantClass A Common Shares 2,267 $0.00 $0.00
Disclosure

SEC source: 0001567530-19-000001 · primary_doc.xml · nonDerivative · entry 1

Crawford Gordon · CIK 0001567530 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 251,794

F1 · shares: Annual director compensation awards of restricted shares units.

F2 · balance_after: Amount includes, as of the date of this report, September 12, 2019, the following restricted share units granted by the Issuer, payable upon vesting in an equal number of Class A common shares of the Issuer: (i) 2,267 restricted share units that are scheduled to vest in three equal annual installments beginning September 10, 2020; (ii) 743 restricted share units that are scheduled to vest in two equal annual installments beginning September 11, 2020; (iii) 275 restricted share units that are scheduled to vest on September 12, 2020; and (iv) 407 restricted share units that are scheduled to vest on September 13, 2019.

Read SEC document
September 10, 2019 Filed Sep 12, 2019 21:05 UTC
Simm DarylDirector
GrantClass B Common Shares 2,425 $0.00 $0.00
Disclosure

SEC source: 0001567530-19-000002 · primary_doc.xml · nonDerivative · entry 2

Simm Daryl · CIK 0001303840 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 43,241

F1 · shares: Annual director compensation awards of restricted share units.

F3 · balance_after: Amount includes, as of the date of this report, September 12, 2019, 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) 2,425 restricted share units that are scheduled to vest in three equal annual installments beginning September 10, 2020; (ii) 782 restricted share units that are scheduled to vest in two equal annual installments beginning September 11, 2020; (iii) 287 restricted share units that are scheduled to vest on September 12, 2020; and (iv) 407 restricted share units that are scheduled to vest on September 13, 2019.

Read SEC document
September 10, 2019 Filed Sep 12, 2019 21:05 UTC
Simm DarylDirector
GrantClass A Common Shares 2,267 $0.00 $0.00
Disclosure

SEC source: 0001567530-19-000002 · primary_doc.xml · nonDerivative · entry 1

Simm Daryl · CIK 0001303840 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 42,879

F1 · shares: Annual director compensation awards of restricted share units.

F2 · balance_after: Amount includes, as of the date of this report, September 12, 2019, the following restricted share units granted by the Issuer, payable upon vesting in an equal number of Class A common shares of the Issuer: (i) 2,267 restricted share units that are scheduled to vest in three equal annual installments beginning September 10, 2020; (ii) 743 restricted share units that are scheduled to vest in two equal annual installments beginning September 11, 2020; (iii) 275 restricted share units that are scheduled to vest on September 12, 2020; and (iv) 407 restricted share units that are scheduled to vest on September 13, 2019.

Read SEC document
September 10, 2019 Filed Sep 12, 2019 20:47 UTC
FINE EMILYDirector
GrantClass B Non-voting Shares 2,425 $10.31 $25,001.75
Disclosure

SEC source: 0000899243-19-023440 · doc4.xml · nonDerivative · entry 10

Fine Emily · CIK 0001658532 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,425

F8 · 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 10, 2020.

F8 · 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 10, 2020.

Read SEC document
September 10, 2019 Filed Sep 12, 2019 20:47 UTC
FINE EMILYDirector
GrantClass A Voting Shares 2,267 $11.03 $25,005.01
Disclosure

SEC source: 0000899243-19-023440 · doc4.xml · nonDerivative · entry 9

Fine Emily · CIK 0001658532 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,267

F7 · 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 10, 2020.

F7 · 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 10, 2020.

Read SEC document
September 10, 2019 Filed Sep 12, 2019 20:47 UTC
RACHESKY MARK H MDDirector · 10% owner
GrantClass B Non-Voting Shares 2,425 $10.31 $25,001.75
Disclosure

SEC source: 0000899243-19-023439 · doc4.xml · nonDerivative · entry 10

RACHESKY MARK H MD · CIK 0001194368 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,425

F8 · 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 10, 2020.

F8 · 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 10, 2020.

Read SEC document
September 10, 2019 Filed Sep 12, 2019 20:47 UTC
RACHESKY MARK H MDDirector · 10% owner
GrantClass A Voting Shares 2,267 $11.03 $25,005.01
Disclosure

SEC source: 0000899243-19-023439 · doc4.xml · nonDerivative · entry 9

RACHESKY MARK H MD · CIK 0001194368 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,267

F7 · 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 10, 2020.

F7 · 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 10, 2020.

Read SEC document
September 05, 2019 Filed Sep 16, 2020 01:14 UTC PurchaseClass A Voting Shares 1,549,972 $10.00 $15,499,720.00
Disclosure

SEC source: 0000947871-20-000733 · 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: 4,049,972

F2 · kind: This purchase, which was timely reported on Schedule 13D, filed by the Reporting Persons with the Securities and Exchange Commission ("SEC") on September 6, 2019 (File No. 005-55587) (the "Schedule 13D"), is being reported on a Form 4 late due to an inadvertent administrative error.

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
August 28, 2019 Filed Aug 28, 2019 22:19 UTC OtherPut option (right to sell) · Derivative 33,334 Not disclosed Strike: $33.17 Not disclosed
Disclosure

SEC source: 0001209191-19-047637 · doc4.xml · derivative · entry 5

Discovery, Inc. · CIK 0001437107 · See Remarks

Discovery Lightning Investments LTD · CIK 0001658101 · See Remarks

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By subsidiary

Disclosed balance after: 1,666,650

Underlying: Units of Class A Voting Shares and Class B Non-Voting Shares · 33,334 shares

Expires 2019-08-28

F1 · kind: On August 28, 2019, the twenty-fifth Component of Tranche I of the Transaction (as defined and described below) expired. The Component was cash settled at a Settlement Price (as defined and described in note 6 below) of $9.600, which was below the Put Strike Price. As a result, the Reporting Person received $23.567 for each unit (as described in note 3 below) in cash from the Bank pursuant to the terms of the Transaction.

F1 · price: On August 28, 2019, the twenty-fifth Component of Tranche I of the Transaction (as defined and described below) expired. The Component was cash settled at a Settlement Price (as defined and described in note 6 below) of $9.600, which was below the Put Strike Price. As a result, the Reporting Person received $23.567 for each unit (as described in note 3 below) in cash from the Bank pursuant to the terms of the Transaction.

F3 · price: The Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component"); the expiration dates of the options included in the Components constituting Tranche 1 are the 25 trading days from July 25, 2019 through August 28, 2019, inclusive; the expiration dates of the options included in the Components constituting Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the expiration dates of the Components constituting Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive.

F4 · price: On the relevant expiration date for each Component: the call option will automatically be exercised if the Settlement Price is greater than $52.677 (the "Call Strike Price"); the put option will automatically be exercised if the reference price is less than or equal to $33.167 (the "Put Strike Price"); and the call right and the put right will expire unexercised if the reference price is greater than the Put Strike Price but less than the Call Strike Price.

F5 · price: The "Settlement Price" means the sum of (i) the volume weighted average trading price of a Class A Voting Share multiplied by 0.5 and (ii) the volume weighted average trading price of a Class B Non-Voting Share multiplied by 0.5, in each case on the expiration date for the relevant Component. The options will be settled in cash unless Discovery elects physical settlement.

F6 · price: As reported on a previously filed Form 4, on November 12, 2015, Discovery Lightning Investments Limited ("Discovery"), a wholly-owned subsidiary of Discovery, Inc., entered into a Collar Transaction (the "Transaction") with an unaffiliated bank (the "Bank"), pursuant to which Discovery wrote covered call options and purchased put options over an aggregate of 2,500,000 Common Shares. In connection with a reclassification of the Issuer's common shares, pursuant to a notice dated February 10, 2017 given by the Bank, the terms of the Transaction were adjusted in a transaction exempt under Rule 16b-7 to reflect the reclassification, with no changes to the economic rights and obligations of either Discovery or the Bank. As adjusted, the Transaction relates to 2,500,000 units, each consisting of 0.5 Class A Voting Shares and 0.5 Class B Non-Voting Shares, for an aggregate of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares.

F7 · price: Each Component relates to 16,667 Class A Voting Shares and 16,667 Class B Non-Voting Shares (or, in the case of the options included in the Components having the final expiration date for each Tranche, 16,658.5 Class A Voting Shares and 16,658.5 Class B Non-Voting Shares) in the case of Tranche 1 and Tranche 2 and 16,659 Class A Voting Shares and 16,659 Class B Non-Voting Shares in the case of Tranche 3).

F8 · price: As reported on a previously filed Form 4, in exchange for the Bank's entering into the Transaction, Discovery paid the Bank a premium of $3,599,595 and pledged 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares of the Issuer to the Bank to secure its obligations under the Transaction. In connection with each settlement of the put options described above, the number of pledged shares was reduced by 16,667 Class A Voting Shares and 16,667 Class B Non-Voting Shares. In most circumstances, Discovery retains voting rights in the pledged shares during the term of the pledge, but Discovery 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.

F3 · derivative.exercise_date: The Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component"); the expiration dates of the options included in the Components constituting Tranche 1 are the 25 trading days from July 25, 2019 through August 28, 2019, inclusive; the expiration dates of the options included in the Components constituting Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the expiration dates of the Components constituting Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive.

F4 · derivative.exercise_date: On the relevant expiration date for each Component: the call option will automatically be exercised if the Settlement Price is greater than $52.677 (the "Call Strike Price"); the put option will automatically be exercised if the reference price is less than or equal to $33.167 (the "Put Strike Price"); and the call right and the put right will expire unexercised if the reference price is greater than the Put Strike Price but less than the Call Strike Price.

F5 · derivative.exercise_date: The "Settlement Price" means the sum of (i) the volume weighted average trading price of a Class A Voting Share multiplied by 0.5 and (ii) the volume weighted average trading price of a Class B Non-Voting Share multiplied by 0.5, in each case on the expiration date for the relevant Component. The options will be settled in cash unless Discovery elects physical settlement.

F6 · derivative.exercise_date: As reported on a previously filed Form 4, on November 12, 2015, Discovery Lightning Investments Limited ("Discovery"), a wholly-owned subsidiary of Discovery, Inc., entered into a Collar Transaction (the "Transaction") with an unaffiliated bank (the "Bank"), pursuant to which Discovery wrote covered call options and purchased put options over an aggregate of 2,500,000 Common Shares. In connection with a reclassification of the Issuer's common shares, pursuant to a notice dated February 10, 2017 given by the Bank, the terms of the Transaction were adjusted in a transaction exempt under Rule 16b-7 to reflect the reclassification, with no changes to the economic rights and obligations of either Discovery or the Bank. As adjusted, the Transaction relates to 2,500,000 units, each consisting of 0.5 Class A Voting Shares and 0.5 Class B Non-Voting Shares, for an aggregate of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares.

F7 · derivative.exercise_date: Each Component relates to 16,667 Class A Voting Shares and 16,667 Class B Non-Voting Shares (or, in the case of the options included in the Components having the final expiration date for each Tranche, 16,658.5 Class A Voting Shares and 16,658.5 Class B Non-Voting Shares) in the case of Tranche 1 and Tranche 2 and 16,659 Class A Voting Shares and 16,659 Class B Non-Voting Shares in the case of Tranche 3).

F3 · derivative.expiration_date: The Transaction is divided into three individual tranches (each a "Tranche") with each Tranche divided into 25 individual components (each a "Component"); the expiration dates of the options included in the Components constituting Tranche 1 are the 25 trading days from July 25, 2019 through August 28, 2019, inclusive; the expiration dates of the options included in the Components constituting Tranche 2 are the 25 trading days from October 23, 2020 through November 30, 2020, inclusive; and the expiration dates of the Components constituting Tranche 3 are the 25 trading days from January 25, 2022 through March 1, 2022, inclusive.

F4 · derivative.expiration_date: On the relevant expiration date for each Component: the call option will automatically be exercised if the Settlement Price is greater than $52.677 (the "Call Strike Price"); the put option will automatically be exercised if the reference price is less than or equal to $33.167 (the "Put Strike Price"); and the call right and the put right will expire unexercised if the reference price is greater than the Put Strike Price but less than the Call Strike Price.

F5 · derivative.expiration_date: The "Settlement Price" means the sum of (i) the volume weighted average trading price of a Class A Voting Share multiplied by 0.5 and (ii) the volume weighted average trading price of a Class B Non-Voting Share multiplied by 0.5, in each case on the expiration date for the relevant Component. The options will be settled in cash unless Discovery elects physical settlement.

F6 · derivative.expiration_date: As reported on a previously filed Form 4, on November 12, 2015, Discovery Lightning Investments Limited ("Discovery"), a wholly-owned subsidiary of Discovery, Inc., entered into a Collar Transaction (the "Transaction") with an unaffiliated bank (the "Bank"), pursuant to which Discovery wrote covered call options and purchased put options over an aggregate of 2,500,000 Common Shares. In connection with a reclassification of the Issuer's common shares, pursuant to a notice dated February 10, 2017 given by the Bank, the terms of the Transaction were adjusted in a transaction exempt under Rule 16b-7 to reflect the reclassification, with no changes to the economic rights and obligations of either Discovery or the Bank. As adjusted, the Transaction relates to 2,500,000 units, each consisting of 0.5 Class A Voting Shares and 0.5 Class B Non-Voting Shares, for an aggregate of 1,250,000 Class A Voting Shares and 1,250,000 Class B Non-Voting Shares.

F7 · derivative.expiration_date: Each Component relates to 16,667 Class A Voting Shares and 16,667 Class B Non-Voting Shares (or, in the case of the options included in the Components having the final expiration date for each Tranche, 16,658.5 Class A Voting Shares and 16,658.5 Class B Non-Voting Shares) in the case of Tranche 1 and Tranche 2 and 16,659 Class A Voting Shares and 16,659 Class B Non-Voting Shares in the case of Tranche 3).

F1 · derivative.underlying_shares: On August 28, 2019, the twenty-fifth Component of Tranche I of the Transaction (as defined and described below) expired. The Component was cash settled at a Settlement Price (as defined and described in note 6 below) of $9.600, which was below the Put Strike Price. As a result, the Reporting Person received $23.567 for each unit (as described in note 3 below) in cash from the Bank pursuant to the terms of the Transaction.

F2 · ownership.direct: The shares are held directly by Discovery Lightning Investments Limited, an indirect wholly-owned subsidiary of Discovery, Inc.

Read SEC document
August 28, 2019 Filed Aug 28, 2019 22:19 UTC OtherClass B Non-Voting Shares 16,667 Not disclosed Not disclosed
Disclosure

SEC source: 0001209191-19-047637 · doc4.xml · nonDerivative · entry 4

Discovery, Inc. · CIK 0001437107 · See Remarks

Discovery Lightning Investments LTD · CIK 0001658101 · See Remarks

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By subsidiary

Disclosed balance after: 2,500,000

F1 · kind: On August 28, 2019, the twenty-fifth Component of Tranche I of the Transaction (as defined and described below) expired. The Component was cash settled at a Settlement Price (as defined and described in note 6 below) of $9.600, which was below the Put Strike Price. As a result, the Reporting Person received $23.567 for each unit (as described in note 3 below) in cash from the Bank pursuant to the terms of the Transaction.

F1 · price: On August 28, 2019, the twenty-fifth Component of Tranche I of the Transaction (as defined and described below) expired. The Component was cash settled at a Settlement Price (as defined and described in note 6 below) of $9.600, which was below the Put Strike Price. As a result, the Reporting Person received $23.567 for each unit (as described in note 3 below) in cash from the Bank pursuant to the terms of the Transaction.

F2 · ownership.direct: The shares are held directly by Discovery Lightning Investments Limited, an indirect wholly-owned subsidiary of Discovery, Inc.

Read SEC document
August 28, 2019 Filed Aug 28, 2019 22:19 UTC OtherClass A Voting Shares 16,667 Not disclosed Not disclosed
Disclosure

SEC source: 0001209191-19-047637 · doc4.xml · nonDerivative · entry 3

Discovery, Inc. · CIK 0001437107 · See Remarks

Discovery Lightning Investments LTD · CIK 0001658101 · See Remarks

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By subsidiary

Disclosed balance after: 2,500,000

F1 · kind: On August 28, 2019, the twenty-fifth Component of Tranche I of the Transaction (as defined and described below) expired. The Component was cash settled at a Settlement Price (as defined and described in note 6 below) of $9.600, which was below the Put Strike Price. As a result, the Reporting Person received $23.567 for each unit (as described in note 3 below) in cash from the Bank pursuant to the terms of the Transaction.

F1 · price: On August 28, 2019, the twenty-fifth Component of Tranche I of the Transaction (as defined and described below) expired. The Component was cash settled at a Settlement Price (as defined and described in note 6 below) of $9.600, which was below the Put Strike Price. As a result, the Reporting Person received $23.567 for each unit (as described in note 3 below) in cash from the Bank pursuant to the terms of the Transaction.

F2 · ownership.direct: The shares are held directly by Discovery Lightning Investments Limited, an indirect wholly-owned subsidiary of Discovery, Inc.

Read SEC document
August 28, 2019 Filed Aug 28, 2019 22:19 UTC OtherClass B Non-Voting Shares 16,667 Not disclosed Not disclosed
Disclosure

SEC source: 0001209191-19-047637 · doc4.xml · nonDerivative · entry 2

Discovery, Inc. · CIK 0001437107 · See Remarks

Discovery Lightning Investments LTD · CIK 0001658101 · See Remarks

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By subsidiary

Disclosed balance after: 2,483,333

F1 · kind: On August 28, 2019, the twenty-fifth Component of Tranche I of the Transaction (as defined and described below) expired. The Component was cash settled at a Settlement Price (as defined and described in note 6 below) of $9.600, which was below the Put Strike Price. As a result, the Reporting Person received $23.567 for each unit (as described in note 3 below) in cash from the Bank pursuant to the terms of the Transaction.

F1 · price: On August 28, 2019, the twenty-fifth Component of Tranche I of the Transaction (as defined and described below) expired. The Component was cash settled at a Settlement Price (as defined and described in note 6 below) of $9.600, which was below the Put Strike Price. As a result, the Reporting Person received $23.567 for each unit (as described in note 3 below) in cash from the Bank pursuant to the terms of the Transaction.

F2 · ownership.direct: The shares are held directly by Discovery Lightning Investments Limited, an indirect wholly-owned subsidiary of Discovery, Inc.

Read SEC document
August 28, 2019 Filed Aug 28, 2019 22:19 UTC OtherClass A Voting Shares 16,667 Not disclosed Not disclosed
Disclosure

SEC source: 0001209191-19-047637 · doc4.xml · nonDerivative · entry 1

Discovery, Inc. · CIK 0001437107 · See Remarks

Discovery Lightning Investments LTD · CIK 0001658101 · See Remarks

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By subsidiary

Disclosed balance after: 2,483,333

F1 · kind: On August 28, 2019, the twenty-fifth Component of Tranche I of the Transaction (as defined and described below) expired. The Component was cash settled at a Settlement Price (as defined and described in note 6 below) of $9.600, which was below the Put Strike Price. As a result, the Reporting Person received $23.567 for each unit (as described in note 3 below) in cash from the Bank pursuant to the terms of the Transaction.

F1 · price: On August 28, 2019, the twenty-fifth Component of Tranche I of the Transaction (as defined and described below) expired. The Component was cash settled at a Settlement Price (as defined and described in note 6 below) of $9.600, which was below the Put Strike Price. As a result, the Reporting Person received $23.567 for each unit (as described in note 3 below) in cash from the Bank pursuant to the terms of the Transaction.

F2 · ownership.direct: The shares are held directly by Discovery Lightning Investments Limited, an indirect wholly-owned subsidiary of Discovery, Inc.

Read SEC document
August 28, 2019 Filed Aug 30, 2019 22:06 UTC OtherVariable Pre-paid Forward Transaction · Derivative 33,317 Not disclosed Not disclosed
Disclosure

SEC source: 0000947871-19-000648 · ownership.xml · derivative · entry 5

Liberty Global plc · CIK 0001570585 · 10% owner

Liberty Global Inc 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: 1,666,667

Underlying: Units of Class A Voting Shares and Class B Non-Voting Shares · 1,699,984 shares

Expires not disclosed

F1 · derivative.exercise_price: As previously reported, on November 12, 2015, Liberty Global Incorporated Limited ("Liberty"), a wholly-owned subsidiary of Liberty Global plc, entered into a Variable Pre-paid Forward Transaction ("Transaction") with an unaffiliated bank ("Bank") relating 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").

F2 · 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 previously reported, on November 12, 2015, Liberty Global Incorporated Limited ("Liberty"), a wholly-owned subsidiary of Liberty Global plc, entered into a Variable Pre-paid Forward Transaction ("Transaction") with an unaffiliated bank ("Bank") relating 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").

F2 · 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.

F3 · 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.

F4 · kind: 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; the Components for Tranche 1 are the 25 trading days from July 25, 2019 through August 28, 2019, inclusive; 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.

F5 · kind: On the settlement date for each Component, Liberty will deliver to the Bank a cash equivalent of the following (unless share settlement is elected): (a) if the sum of the volume weighted average trading price per Class A Voting Share multiplied by 0.5 and the volume weighted average trading price per Class B Non-Voting Share multiplied by 0.5 on the valuation date for the relevant Component ("Settlement Price") is less than $33.167 (the "Forward Floor Price"), 16,667 Class A Voting Shares and 16,667 Class B Non-Voting Shares (or, in the case of the last Component in each Tranche, (A) in the case of Tranche 1, 16,659 Class A Voting Shares and 16,658 Class B Non-Voting Shares, (B) in the case of Tranche 2, 16,658 Class A Voting Shares and 16,659 Class B Non-Voting Shares, and (C) in the case of Tranche 3, 16,659 Class A Voting Shares and 16,659 Class B Non-Voting Shares) ("Number of Shares");

F6 · kind: (b) if the Settlement Price is greater than the Forward Floor Price but less than or equal to $52.677 ("Forward Cap Price"), the Number of Shares multiplied by the Forward Floor Price divided by the Settlement Price; and (c) if the Settlement Price is greater than the Forward Cap Price, the Number of Shares multiplied by (1 - ((Forward Cap Price - Forward Floor Price), divided by the Settlement Price)).

F7 · kind: On 08/28/2019, the twenty-fifth component of Tranche 1 matured, which the Reporting Persons cash settled. The Settlement Price was below the Forward Floor Price; therefore, the Reporting Persons paid $319,858.19 in cash to the Bank and the Pledged Shares were reduced by 16,659 Class A Voting Shares and 16,658 Class B Non-Voting Shares.

F1 · price: As previously reported, on November 12, 2015, Liberty Global Incorporated Limited ("Liberty"), a wholly-owned subsidiary of Liberty Global plc, entered into a Variable Pre-paid Forward Transaction ("Transaction") with an unaffiliated bank ("Bank") relating 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").

F2 · 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.

F3 · 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.

F4 · price: 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; the Components for Tranche 1 are the 25 trading days from July 25, 2019 through August 28, 2019, inclusive; 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.

F5 · price: On the settlement date for each Component, Liberty will deliver to the Bank a cash equivalent of the following (unless share settlement is elected): (a) if the sum of the volume weighted average trading price per Class A Voting Share multiplied by 0.5 and the volume weighted average trading price per Class B Non-Voting Share multiplied by 0.5 on the valuation date for the relevant Component ("Settlement Price") is less than $33.167 (the "Forward Floor Price"), 16,667 Class A Voting Shares and 16,667 Class B Non-Voting Shares (or, in the case of the last Component in each Tranche, (A) in the case of Tranche 1, 16,659 Class A Voting Shares and 16,658 Class B Non-Voting Shares, (B) in the case of Tranche 2, 16,658 Class A Voting Shares and 16,659 Class B Non-Voting Shares, and (C) in the case of Tranche 3, 16,659 Class A Voting Shares and 16,659 Class B Non-Voting Shares) ("Number of Shares");

F6 · price: (b) if the Settlement Price is greater than the Forward Floor Price but less than or equal to $52.677 ("Forward Cap Price"), the Number of Shares multiplied by the Forward Floor Price divided by the Settlement Price; and (c) if the Settlement Price is greater than the Forward Cap Price, the Number of Shares multiplied by (1 - ((Forward Cap Price - Forward Floor Price), divided by the Settlement Price)).

F7 · price: On 08/28/2019, the twenty-fifth component of Tranche 1 matured, which the Reporting Persons cash settled. The Settlement Price was below the Forward Floor Price; therefore, the Reporting Persons paid $319,858.19 in cash to the Bank and the Pledged Shares were reduced by 16,659 Class A Voting Shares and 16,658 Class B Non-Voting Shares.

F1 · derivative.exercise_date: As previously reported, on November 12, 2015, Liberty Global Incorporated Limited ("Liberty"), a wholly-owned subsidiary of Liberty Global plc, entered into a Variable Pre-paid Forward Transaction ("Transaction") with an unaffiliated bank ("Bank") relating 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").

F2 · 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.

F3 · 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.

F4 · derivative.exercise_date: 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; the Components for Tranche 1 are the 25 trading days from July 25, 2019 through August 28, 2019, inclusive; 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.

F5 · derivative.exercise_date: On the settlement date for each Component, Liberty will deliver to the Bank a cash equivalent of the following (unless share settlement is elected): (a) if the sum of the volume weighted average trading price per Class A Voting Share multiplied by 0.5 and the volume weighted average trading price per Class B Non-Voting Share multiplied by 0.5 on the valuation date for the relevant Component ("Settlement Price") is less than $33.167 (the "Forward Floor Price"), 16,667 Class A Voting Shares and 16,667 Class B Non-Voting Shares (or, in the case of the last Component in each Tranche, (A) in the case of Tranche 1, 16,659 Class A Voting Shares and 16,658 Class B Non-Voting Shares, (B) in the case of Tranche 2, 16,658 Class A Voting Shares and 16,659 Class B Non-Voting Shares, and (C) in the case of Tranche 3, 16,659 Class A Voting Shares and 16,659 Class B Non-Voting Shares) ("Number of Shares");

F6 · derivative.exercise_date: (b) if the Settlement Price is greater than the Forward Floor Price but less than or equal to $52.677 ("Forward Cap Price"), the Number of Shares multiplied by the Forward Floor Price divided by the Settlement Price; and (c) if the Settlement Price is greater than the Forward Cap Price, the Number of Shares multiplied by (1 - ((Forward Cap Price - Forward Floor Price), divided by the Settlement Price)).

F7 · derivative.exercise_date: On 08/28/2019, the twenty-fifth component of Tranche 1 matured, which the Reporting Persons cash settled. The Settlement Price was below the Forward Floor Price; therefore, the Reporting Persons paid $319,858.19 in cash to the Bank and the Pledged Shares were reduced by 16,659 Class A Voting Shares and 16,658 Class B Non-Voting Shares.

F1 · derivative.expiration_date: As previously reported, on November 12, 2015, Liberty Global Incorporated Limited ("Liberty"), a wholly-owned subsidiary of Liberty Global plc, entered into a Variable Pre-paid Forward Transaction ("Transaction") with an unaffiliated bank ("Bank") relating 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").

F2 · 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.

F3 · 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.

F4 · derivative.expiration_date: 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; the Components for Tranche 1 are the 25 trading days from July 25, 2019 through August 28, 2019, inclusive; 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.

F5 · derivative.expiration_date: On the settlement date for each Component, Liberty will deliver to the Bank a cash equivalent of the following (unless share settlement is elected): (a) if the sum of the volume weighted average trading price per Class A Voting Share multiplied by 0.5 and the volume weighted average trading price per Class B Non-Voting Share multiplied by 0.5 on the valuation date for the relevant Component ("Settlement Price") is less than $33.167 (the "Forward Floor Price"), 16,667 Class A Voting Shares and 16,667 Class B Non-Voting Shares (or, in the case of the last Component in each Tranche, (A) in the case of Tranche 1, 16,659 Class A Voting Shares and 16,658 Class B Non-Voting Shares, (B) in the case of Tranche 2, 16,658 Class A Voting Shares and 16,659 Class B Non-Voting Shares, and (C) in the case of Tranche 3, 16,659 Class A Voting Shares and 16,659 Class B Non-Voting Shares) ("Number of Shares");

F6 · derivative.expiration_date: (b) if the Settlement Price is greater than the Forward Floor Price but less than or equal to $52.677 ("Forward Cap Price"), the Number of Shares multiplied by the Forward Floor Price divided by the Settlement Price; and (c) if the Settlement Price is greater than the Forward Cap Price, the Number of Shares multiplied by (1 - ((Forward Cap Price - Forward Floor Price), divided by the Settlement Price)).

F7 · derivative.expiration_date: On 08/28/2019, the twenty-fifth component of Tranche 1 matured, which the Reporting Persons cash settled. The Settlement Price was below the Forward Floor Price; therefore, the Reporting Persons paid $319,858.19 in cash to the Bank and the Pledged Shares were reduced by 16,659 Class A Voting Shares and 16,658 Class B Non-Voting Shares.

Read SEC document
August 28, 2019 Filed Aug 30, 2019 22:06 UTC OtherClass B Non-Voting Shares 16,658 Not disclosed Not disclosed
Disclosure

SEC source: 0000947871-19-000648 · ownership.xml · nonDerivative · entry 4

Liberty Global plc · CIK 0001570585 · 10% owner

Liberty Global Inc 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 previously reported, on November 12, 2015, Liberty Global Incorporated Limited ("Liberty"), a wholly-owned subsidiary of Liberty Global plc, entered into a Variable Pre-paid Forward Transaction ("Transaction") with an unaffiliated bank ("Bank") relating 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").

F2 · 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.

F3 · 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.

F4 · kind: 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; the Components for Tranche 1 are the 25 trading days from July 25, 2019 through August 28, 2019, inclusive; 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.

F5 · kind: On the settlement date for each Component, Liberty will deliver to the Bank a cash equivalent of the following (unless share settlement is elected): (a) if the sum of the volume weighted average trading price per Class A Voting Share multiplied by 0.5 and the volume weighted average trading price per Class B Non-Voting Share multiplied by 0.5 on the valuation date for the relevant Component ("Settlement Price") is less than $33.167 (the "Forward Floor Price"), 16,667 Class A Voting Shares and 16,667 Class B Non-Voting Shares (or, in the case of the last Component in each Tranche, (A) in the case of Tranche 1, 16,659 Class A Voting Shares and 16,658 Class B Non-Voting Shares, (B) in the case of Tranche 2, 16,658 Class A Voting Shares and 16,659 Class B Non-Voting Shares, and (C) in the case of Tranche 3, 16,659 Class A Voting Shares and 16,659 Class B Non-Voting Shares) ("Number of Shares");

F6 · kind: (b) if the Settlement Price is greater than the Forward Floor Price but less than or equal to $52.677 ("Forward Cap Price"), the Number of Shares multiplied by the Forward Floor Price divided by the Settlement Price; and (c) if the Settlement Price is greater than the Forward Cap Price, the Number of Shares multiplied by (1 - ((Forward Cap Price - Forward Floor Price), divided by the Settlement Price)).

F7 · kind: On 08/28/2019, the twenty-fifth component of Tranche 1 matured, which the Reporting Persons cash settled. The Settlement Price was below the Forward Floor Price; therefore, the Reporting Persons paid $319,858.19 in cash to the Bank and the Pledged Shares were reduced by 16,659 Class A Voting Shares and 16,658 Class B Non-Voting Shares.

F1 · price: As previously reported, on November 12, 2015, Liberty Global Incorporated Limited ("Liberty"), a wholly-owned subsidiary of Liberty Global plc, entered into a Variable Pre-paid Forward Transaction ("Transaction") with an unaffiliated bank ("Bank") relating 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").

F2 · 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.

F3 · 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.

F4 · price: 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; the Components for Tranche 1 are the 25 trading days from July 25, 2019 through August 28, 2019, inclusive; 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.

F5 · price: On the settlement date for each Component, Liberty will deliver to the Bank a cash equivalent of the following (unless share settlement is elected): (a) if the sum of the volume weighted average trading price per Class A Voting Share multiplied by 0.5 and the volume weighted average trading price per Class B Non-Voting Share multiplied by 0.5 on the valuation date for the relevant Component ("Settlement Price") is less than $33.167 (the "Forward Floor Price"), 16,667 Class A Voting Shares and 16,667 Class B Non-Voting Shares (or, in the case of the last Component in each Tranche, (A) in the case of Tranche 1, 16,659 Class A Voting Shares and 16,658 Class B Non-Voting Shares, (B) in the case of Tranche 2, 16,658 Class A Voting Shares and 16,659 Class B Non-Voting Shares, and (C) in the case of Tranche 3, 16,659 Class A Voting Shares and 16,659 Class B Non-Voting Shares) ("Number of Shares");

F6 · price: (b) if the Settlement Price is greater than the Forward Floor Price but less than or equal to $52.677 ("Forward Cap Price"), the Number of Shares multiplied by the Forward Floor Price divided by the Settlement Price; and (c) if the Settlement Price is greater than the Forward Cap Price, the Number of Shares multiplied by (1 - ((Forward Cap Price - Forward Floor Price), divided by the Settlement Price)).

F7 · price: On 08/28/2019, the twenty-fifth component of Tranche 1 matured, which the Reporting Persons cash settled. The Settlement Price was below the Forward Floor Price; therefore, the Reporting Persons paid $319,858.19 in cash to the Bank and the Pledged Shares were reduced by 16,659 Class A Voting Shares and 16,658 Class B Non-Voting Shares.

Read SEC document
August 28, 2019 Filed Aug 30, 2019 22:06 UTC OtherClass B Non-Voting Shares 16,658 Not disclosed Not disclosed
Disclosure

SEC source: 0000947871-19-000648 · ownership.xml · nonDerivative · entry 3

Liberty Global plc · CIK 0001570585 · 10% owner

Liberty Global Inc 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: 2,483,342

F1 · kind: As previously reported, on November 12, 2015, Liberty Global Incorporated Limited ("Liberty"), a wholly-owned subsidiary of Liberty Global plc, entered into a Variable Pre-paid Forward Transaction ("Transaction") with an unaffiliated bank ("Bank") relating 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").

F2 · 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.

F3 · 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.

F4 · kind: 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; the Components for Tranche 1 are the 25 trading days from July 25, 2019 through August 28, 2019, inclusive; 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.

F5 · kind: On the settlement date for each Component, Liberty will deliver to the Bank a cash equivalent of the following (unless share settlement is elected): (a) if the sum of the volume weighted average trading price per Class A Voting Share multiplied by 0.5 and the volume weighted average trading price per Class B Non-Voting Share multiplied by 0.5 on the valuation date for the relevant Component ("Settlement Price") is less than $33.167 (the "Forward Floor Price"), 16,667 Class A Voting Shares and 16,667 Class B Non-Voting Shares (or, in the case of the last Component in each Tranche, (A) in the case of Tranche 1, 16,659 Class A Voting Shares and 16,658 Class B Non-Voting Shares, (B) in the case of Tranche 2, 16,658 Class A Voting Shares and 16,659 Class B Non-Voting Shares, and (C) in the case of Tranche 3, 16,659 Class A Voting Shares and 16,659 Class B Non-Voting Shares) ("Number of Shares");

F6 · kind: (b) if the Settlement Price is greater than the Forward Floor Price but less than or equal to $52.677 ("Forward Cap Price"), the Number of Shares multiplied by the Forward Floor Price divided by the Settlement Price; and (c) if the Settlement Price is greater than the Forward Cap Price, the Number of Shares multiplied by (1 - ((Forward Cap Price - Forward Floor Price), divided by the Settlement Price)).

F7 · kind: On 08/28/2019, the twenty-fifth component of Tranche 1 matured, which the Reporting Persons cash settled. The Settlement Price was below the Forward Floor Price; therefore, the Reporting Persons paid $319,858.19 in cash to the Bank and the Pledged Shares were reduced by 16,659 Class A Voting Shares and 16,658 Class B Non-Voting Shares.

F1 · price: As previously reported, on November 12, 2015, Liberty Global Incorporated Limited ("Liberty"), a wholly-owned subsidiary of Liberty Global plc, entered into a Variable Pre-paid Forward Transaction ("Transaction") with an unaffiliated bank ("Bank") relating 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").

F2 · 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.

F3 · 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.

F4 · price: 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; the Components for Tranche 1 are the 25 trading days from July 25, 2019 through August 28, 2019, inclusive; 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.

F5 · price: On the settlement date for each Component, Liberty will deliver to the Bank a cash equivalent of the following (unless share settlement is elected): (a) if the sum of the volume weighted average trading price per Class A Voting Share multiplied by 0.5 and the volume weighted average trading price per Class B Non-Voting Share multiplied by 0.5 on the valuation date for the relevant Component ("Settlement Price") is less than $33.167 (the "Forward Floor Price"), 16,667 Class A Voting Shares and 16,667 Class B Non-Voting Shares (or, in the case of the last Component in each Tranche, (A) in the case of Tranche 1, 16,659 Class A Voting Shares and 16,658 Class B Non-Voting Shares, (B) in the case of Tranche 2, 16,658 Class A Voting Shares and 16,659 Class B Non-Voting Shares, and (C) in the case of Tranche 3, 16,659 Class A Voting Shares and 16,659 Class B Non-Voting Shares) ("Number of Shares");

F6 · price: (b) if the Settlement Price is greater than the Forward Floor Price but less than or equal to $52.677 ("Forward Cap Price"), the Number of Shares multiplied by the Forward Floor Price divided by the Settlement Price; and (c) if the Settlement Price is greater than the Forward Cap Price, the Number of Shares multiplied by (1 - ((Forward Cap Price - Forward Floor Price), divided by the Settlement Price)).

F7 · price: On 08/28/2019, the twenty-fifth component of Tranche 1 matured, which the Reporting Persons cash settled. The Settlement Price was below the Forward Floor Price; therefore, the Reporting Persons paid $319,858.19 in cash to the Bank and the Pledged Shares were reduced by 16,659 Class A Voting Shares and 16,658 Class B Non-Voting Shares.

Read SEC document
August 28, 2019 Filed Aug 30, 2019 22:06 UTC OtherClass A Voting Shares 16,659 Not disclosed Not disclosed
Disclosure

SEC source: 0000947871-19-000648 · ownership.xml · nonDerivative · entry 2

Liberty Global plc · CIK 0001570585 · 10% owner

Liberty Global Inc 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 previously reported, on November 12, 2015, Liberty Global Incorporated Limited ("Liberty"), a wholly-owned subsidiary of Liberty Global plc, entered into a Variable Pre-paid Forward Transaction ("Transaction") with an unaffiliated bank ("Bank") relating 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").

F2 · 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.

F3 · 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.

F4 · kind: 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; the Components for Tranche 1 are the 25 trading days from July 25, 2019 through August 28, 2019, inclusive; 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.

F5 · kind: On the settlement date for each Component, Liberty will deliver to the Bank a cash equivalent of the following (unless share settlement is elected): (a) if the sum of the volume weighted average trading price per Class A Voting Share multiplied by 0.5 and the volume weighted average trading price per Class B Non-Voting Share multiplied by 0.5 on the valuation date for the relevant Component ("Settlement Price") is less than $33.167 (the "Forward Floor Price"), 16,667 Class A Voting Shares and 16,667 Class B Non-Voting Shares (or, in the case of the last Component in each Tranche, (A) in the case of Tranche 1, 16,659 Class A Voting Shares and 16,658 Class B Non-Voting Shares, (B) in the case of Tranche 2, 16,658 Class A Voting Shares and 16,659 Class B Non-Voting Shares, and (C) in the case of Tranche 3, 16,659 Class A Voting Shares and 16,659 Class B Non-Voting Shares) ("Number of Shares");

F6 · kind: (b) if the Settlement Price is greater than the Forward Floor Price but less than or equal to $52.677 ("Forward Cap Price"), the Number of Shares multiplied by the Forward Floor Price divided by the Settlement Price; and (c) if the Settlement Price is greater than the Forward Cap Price, the Number of Shares multiplied by (1 - ((Forward Cap Price - Forward Floor Price), divided by the Settlement Price)).

F7 · kind: On 08/28/2019, the twenty-fifth component of Tranche 1 matured, which the Reporting Persons cash settled. The Settlement Price was below the Forward Floor Price; therefore, the Reporting Persons paid $319,858.19 in cash to the Bank and the Pledged Shares were reduced by 16,659 Class A Voting Shares and 16,658 Class B Non-Voting Shares.

F1 · price: As previously reported, on November 12, 2015, Liberty Global Incorporated Limited ("Liberty"), a wholly-owned subsidiary of Liberty Global plc, entered into a Variable Pre-paid Forward Transaction ("Transaction") with an unaffiliated bank ("Bank") relating 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").

F2 · 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.

F3 · 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.

F4 · price: 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; the Components for Tranche 1 are the 25 trading days from July 25, 2019 through August 28, 2019, inclusive; 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.

F5 · price: On the settlement date for each Component, Liberty will deliver to the Bank a cash equivalent of the following (unless share settlement is elected): (a) if the sum of the volume weighted average trading price per Class A Voting Share multiplied by 0.5 and the volume weighted average trading price per Class B Non-Voting Share multiplied by 0.5 on the valuation date for the relevant Component ("Settlement Price") is less than $33.167 (the "Forward Floor Price"), 16,667 Class A Voting Shares and 16,667 Class B Non-Voting Shares (or, in the case of the last Component in each Tranche, (A) in the case of Tranche 1, 16,659 Class A Voting Shares and 16,658 Class B Non-Voting Shares, (B) in the case of Tranche 2, 16,658 Class A Voting Shares and 16,659 Class B Non-Voting Shares, and (C) in the case of Tranche 3, 16,659 Class A Voting Shares and 16,659 Class B Non-Voting Shares) ("Number of Shares");

F6 · price: (b) if the Settlement Price is greater than the Forward Floor Price but less than or equal to $52.677 ("Forward Cap Price"), the Number of Shares multiplied by the Forward Floor Price divided by the Settlement Price; and (c) if the Settlement Price is greater than the Forward Cap Price, the Number of Shares multiplied by (1 - ((Forward Cap Price - Forward Floor Price), divided by the Settlement Price)).

F7 · price: On 08/28/2019, the twenty-fifth component of Tranche 1 matured, which the Reporting Persons cash settled. The Settlement Price was below the Forward Floor Price; therefore, the Reporting Persons paid $319,858.19 in cash to the Bank and the Pledged Shares were reduced by 16,659 Class A Voting Shares and 16,658 Class B Non-Voting Shares.

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August 28, 2019 Filed Aug 30, 2019 22:06 UTC OtherClass A Voting Shares 16,659 Not disclosed Not disclosed
Disclosure

SEC source: 0000947871-19-000648 · ownership.xml · nonDerivative · entry 1

Liberty Global plc · CIK 0001570585 · 10% owner

Liberty Global Inc 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: 2,483,341

F1 · kind: As previously reported, on November 12, 2015, Liberty Global Incorporated Limited ("Liberty"), a wholly-owned subsidiary of Liberty Global plc, entered into a Variable Pre-paid Forward Transaction ("Transaction") with an unaffiliated bank ("Bank") relating 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").

F2 · 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.

F3 · 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.

F4 · kind: 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; the Components for Tranche 1 are the 25 trading days from July 25, 2019 through August 28, 2019, inclusive; 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.

F5 · kind: On the settlement date for each Component, Liberty will deliver to the Bank a cash equivalent of the following (unless share settlement is elected): (a) if the sum of the volume weighted average trading price per Class A Voting Share multiplied by 0.5 and the volume weighted average trading price per Class B Non-Voting Share multiplied by 0.5 on the valuation date for the relevant Component ("Settlement Price") is less than $33.167 (the "Forward Floor Price"), 16,667 Class A Voting Shares and 16,667 Class B Non-Voting Shares (or, in the case of the last Component in each Tranche, (A) in the case of Tranche 1, 16,659 Class A Voting Shares and 16,658 Class B Non-Voting Shares, (B) in the case of Tranche 2, 16,658 Class A Voting Shares and 16,659 Class B Non-Voting Shares, and (C) in the case of Tranche 3, 16,659 Class A Voting Shares and 16,659 Class B Non-Voting Shares) ("Number of Shares");

F6 · kind: (b) if the Settlement Price is greater than the Forward Floor Price but less than or equal to $52.677 ("Forward Cap Price"), the Number of Shares multiplied by the Forward Floor Price divided by the Settlement Price; and (c) if the Settlement Price is greater than the Forward Cap Price, the Number of Shares multiplied by (1 - ((Forward Cap Price - Forward Floor Price), divided by the Settlement Price)).

F7 · kind: On 08/28/2019, the twenty-fifth component of Tranche 1 matured, which the Reporting Persons cash settled. The Settlement Price was below the Forward Floor Price; therefore, the Reporting Persons paid $319,858.19 in cash to the Bank and the Pledged Shares were reduced by 16,659 Class A Voting Shares and 16,658 Class B Non-Voting Shares.

F1 · price: As previously reported, on November 12, 2015, Liberty Global Incorporated Limited ("Liberty"), a wholly-owned subsidiary of Liberty Global plc, entered into a Variable Pre-paid Forward Transaction ("Transaction") with an unaffiliated bank ("Bank") relating 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").

F2 · 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.

F3 · 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.

F4 · price: 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; the Components for Tranche 1 are the 25 trading days from July 25, 2019 through August 28, 2019, inclusive; 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.

F5 · price: On the settlement date for each Component, Liberty will deliver to the Bank a cash equivalent of the following (unless share settlement is elected): (a) if the sum of the volume weighted average trading price per Class A Voting Share multiplied by 0.5 and the volume weighted average trading price per Class B Non-Voting Share multiplied by 0.5 on the valuation date for the relevant Component ("Settlement Price") is less than $33.167 (the "Forward Floor Price"), 16,667 Class A Voting Shares and 16,667 Class B Non-Voting Shares (or, in the case of the last Component in each Tranche, (A) in the case of Tranche 1, 16,659 Class A Voting Shares and 16,658 Class B Non-Voting Shares, (B) in the case of Tranche 2, 16,658 Class A Voting Shares and 16,659 Class B Non-Voting Shares, and (C) in the case of Tranche 3, 16,659 Class A Voting Shares and 16,659 Class B Non-Voting Shares) ("Number of Shares");

F6 · price: (b) if the Settlement Price is greater than the Forward Floor Price but less than or equal to $52.677 ("Forward Cap Price"), the Number of Shares multiplied by the Forward Floor Price divided by the Settlement Price; and (c) if the Settlement Price is greater than the Forward Cap Price, the Number of Shares multiplied by (1 - ((Forward Cap Price - Forward Floor Price), divided by the Settlement Price)).

F7 · price: On 08/28/2019, the twenty-fifth component of Tranche 1 matured, which the Reporting Persons cash settled. The Settlement Price was below the Forward Floor Price; therefore, the Reporting Persons paid $319,858.19 in cash to the Bank and the Pledged Shares were reduced by 16,659 Class A Voting Shares and 16,658 Class B Non-Voting Shares.

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August 27, 2019 Filed Aug 27, 2019 22:38 UTC OtherVariable Pre-paid Forward Transaction · Derivative 33,334 Not disclosed Not disclosed
Disclosure

SEC source: 0000947871-19-000619 · ownership.xml · derivative · entry 15

Liberty Global plc · CIK 0001570585 · 10% owner

Liberty Global Inc 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: 1,699,984

Underlying: Units of Class A Voting Shares and Class B Non-Voting Shares · 1,733,318 shares

Expires not disclosed

F1 · derivative.exercise_price: As previously reported, on November 12, 2015, Liberty Global Incorporated Limited ("Liberty"), a wholly-owned subsidiary of Liberty Global plc, entered into a Variable Pre-paid Forward Transaction ("Transaction") with an unaffiliated bank ("Bank") relating 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").

F2 · 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 previously reported, on November 12, 2015, Liberty Global Incorporated Limited ("Liberty"), a wholly-owned subsidiary of Liberty Global plc, entered into a Variable Pre-paid Forward Transaction ("Transaction") with an unaffiliated bank ("Bank") relating 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").

F2 · 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.

F3 · 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.

F4 · kind: 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; the Components for Tranche 1 are the 25 trading days from July 25, 2019 through August 28, 2019, inclusive; 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.

F5 · kind: On the settlement date for each Component, Liberty will deliver to the Bank a cash equivalent of the following (unless share settlement is elected): (a) if the sum of the volume weighted average trading price per Class A Voting Share multiplied by 0.5 and the volume weighted average trading price per Class B Non-Voting Share multiplied by 0.5 on the valuation date for the relevant Component ("Settlement Price") is less than $33.167 (the "Forward Floor Price"), 16,667 Class A Voting Shares and 16,667 Class B Non-Voting Shares (or, in the case of the last Component in each Tranche, (A) in the case of each of Tranche 1 and 2, 16,658.5 Class A Voting Shares and 16,658.5 Class B Non-Voting Shares, and (B) in the case of Tranche 3, 16,659 Class A Voting Shares and 16,659 Class B Non-Voting Shares) ("Number of Shares");

F6 · kind: (b) if the Settlement Price is greater than the Forward Floor Price but less than or equal to $52.677 ("Forward Cap Price"), the Number of Shares multiplied by the Forward Floor Price divided by the Settlement Price; and (c) if the Settlement Price is greater than the Forward Cap Price, the Number of Shares multiplied by (1 - ((Forward Cap Price - Forward Floor Price), divided by the Settlement Price)).

F9 · kind: On 08/27/2019, the twenty-fourth component of Tranche 1 matured, which the Reporting Persons cash settled. The Settlement Price was below the Forward Floor Price; therefore, the Reporting Persons paid $331,816.64 in cash to the Bank and the Pledged Shares were reduced by 16,667 Class A Voting Shares and 16,667 Class B Non-Voting Shares.

F1 · price: As previously reported, on November 12, 2015, Liberty Global Incorporated Limited ("Liberty"), a wholly-owned subsidiary of Liberty Global plc, entered into a Variable Pre-paid Forward Transaction ("Transaction") with an unaffiliated bank ("Bank") relating 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").

F2 · 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.

F3 · 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.

F4 · price: 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; the Components for Tranche 1 are the 25 trading days from July 25, 2019 through August 28, 2019, inclusive; 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.

F5 · price: On the settlement date for each Component, Liberty will deliver to the Bank a cash equivalent of the following (unless share settlement is elected): (a) if the sum of the volume weighted average trading price per Class A Voting Share multiplied by 0.5 and the volume weighted average trading price per Class B Non-Voting Share multiplied by 0.5 on the valuation date for the relevant Component ("Settlement Price") is less than $33.167 (the "Forward Floor Price"), 16,667 Class A Voting Shares and 16,667 Class B Non-Voting Shares (or, in the case of the last Component in each Tranche, (A) in the case of each of Tranche 1 and 2, 16,658.5 Class A Voting Shares and 16,658.5 Class B Non-Voting Shares, and (B) in the case of Tranche 3, 16,659 Class A Voting Shares and 16,659 Class B Non-Voting Shares) ("Number of Shares");

F6 · price: (b) if the Settlement Price is greater than the Forward Floor Price but less than or equal to $52.677 ("Forward Cap Price"), the Number of Shares multiplied by the Forward Floor Price divided by the Settlement Price; and (c) if the Settlement Price is greater than the Forward Cap Price, the Number of Shares multiplied by (1 - ((Forward Cap Price - Forward Floor Price), divided by the Settlement Price)).

F9 · price: On 08/27/2019, the twenty-fourth component of Tranche 1 matured, which the Reporting Persons cash settled. The Settlement Price was below the Forward Floor Price; therefore, the Reporting Persons paid $331,816.64 in cash to the Bank and the Pledged Shares were reduced by 16,667 Class A Voting Shares and 16,667 Class B Non-Voting Shares.

F1 · derivative.exercise_date: As previously reported, on November 12, 2015, Liberty Global Incorporated Limited ("Liberty"), a wholly-owned subsidiary of Liberty Global plc, entered into a Variable Pre-paid Forward Transaction ("Transaction") with an unaffiliated bank ("Bank") relating 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").

F2 · 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.

F3 · 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.

F4 · derivative.exercise_date: 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; the Components for Tranche 1 are the 25 trading days from July 25, 2019 through August 28, 2019, inclusive; 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.

F5 · derivative.exercise_date: On the settlement date for each Component, Liberty will deliver to the Bank a cash equivalent of the following (unless share settlement is elected): (a) if the sum of the volume weighted average trading price per Class A Voting Share multiplied by 0.5 and the volume weighted average trading price per Class B Non-Voting Share multiplied by 0.5 on the valuation date for the relevant Component ("Settlement Price") is less than $33.167 (the "Forward Floor Price"), 16,667 Class A Voting Shares and 16,667 Class B Non-Voting Shares (or, in the case of the last Component in each Tranche, (A) in the case of each of Tranche 1 and 2, 16,658.5 Class A Voting Shares and 16,658.5 Class B Non-Voting Shares, and (B) in the case of Tranche 3, 16,659 Class A Voting Shares and 16,659 Class B Non-Voting Shares) ("Number of Shares");

F6 · derivative.exercise_date: (b) if the Settlement Price is greater than the Forward Floor Price but less than or equal to $52.677 ("Forward Cap Price"), the Number of Shares multiplied by the Forward Floor Price divided by the Settlement Price; and (c) if the Settlement Price is greater than the Forward Cap Price, the Number of Shares multiplied by (1 - ((Forward Cap Price - Forward Floor Price), divided by the Settlement Price)).

F9 · derivative.exercise_date: On 08/27/2019, the twenty-fourth component of Tranche 1 matured, which the Reporting Persons cash settled. The Settlement Price was below the Forward Floor Price; therefore, the Reporting Persons paid $331,816.64 in cash to the Bank and the Pledged Shares were reduced by 16,667 Class A Voting Shares and 16,667 Class B Non-Voting Shares.

F1 · derivative.expiration_date: As previously reported, on November 12, 2015, Liberty Global Incorporated Limited ("Liberty"), a wholly-owned subsidiary of Liberty Global plc, entered into a Variable Pre-paid Forward Transaction ("Transaction") with an unaffiliated bank ("Bank") relating 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").

F2 · 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.

F3 · 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.

F4 · derivative.expiration_date: 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; the Components for Tranche 1 are the 25 trading days from July 25, 2019 through August 28, 2019, inclusive; 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.

F5 · derivative.expiration_date: On the settlement date for each Component, Liberty will deliver to the Bank a cash equivalent of the following (unless share settlement is elected): (a) if the sum of the volume weighted average trading price per Class A Voting Share multiplied by 0.5 and the volume weighted average trading price per Class B Non-Voting Share multiplied by 0.5 on the valuation date for the relevant Component ("Settlement Price") is less than $33.167 (the "Forward Floor Price"), 16,667 Class A Voting Shares and 16,667 Class B Non-Voting Shares (or, in the case of the last Component in each Tranche, (A) in the case of each of Tranche 1 and 2, 16,658.5 Class A Voting Shares and 16,658.5 Class B Non-Voting Shares, and (B) in the case of Tranche 3, 16,659 Class A Voting Shares and 16,659 Class B Non-Voting Shares) ("Number of Shares");

F6 · derivative.expiration_date: (b) if the Settlement Price is greater than the Forward Floor Price but less than or equal to $52.677 ("Forward Cap Price"), the Number of Shares multiplied by the Forward Floor Price divided by the Settlement Price; and (c) if the Settlement Price is greater than the Forward Cap Price, the Number of Shares multiplied by (1 - ((Forward Cap Price - Forward Floor Price), divided by the Settlement Price)).

F9 · derivative.expiration_date: On 08/27/2019, the twenty-fourth component of Tranche 1 matured, which the Reporting Persons cash settled. The Settlement Price was below the Forward Floor Price; therefore, the Reporting Persons paid $331,816.64 in cash to the Bank and the Pledged Shares were reduced by 16,667 Class A Voting Shares and 16,667 Class B Non-Voting Shares.

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Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.