Statement of Changes in Beneficial Ownership (4)

Date : 09/13/2017 @ 5:27PM
Source : Edgar (US Regulatory)
Stock : Liberty Global Plc - Class C Ordinary Shares (MM) (LILAK)
Quote : 21.68  -0.04 (-0.18%) @ 1:06PM

Statement of Changes in Beneficial Ownership (4)

FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MALONE JOHN C
2. Issuer Name and Ticker or Trading Symbol

Liberty Global plc [ LBTY ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

161 HAMMERSMITH ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

9/11/2017
(Street)

LONDON, X0 
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Liberty Global Class C   9/11/2017     J/K (1)    96448   D   (1) 5266056   D    
Liberty Global Class C   9/12/2017     J/K (2)    96800   D   (2) 5169256   D    
Liberty Global Class C                  756405   (3) I   By Spouse  
Liberty Global Class C                  6937225   (4) I   By A Trust  
Liberty Global Class C                  4736253   (5) I   by Columbus Holding LLC  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Forward sale contract (obligation to sell)     (6) (7) 9/11/2017     J/K   (6) (7)       1   (1)     (8)   (8) Liberty Global Class C   440000.0   $0   1   D    
Forward sale contract (obligation to sell)     (9) (10) 9/11/2017     J/K   (9) (10)       1   (11)     (12)   (12) LiLAC Class C   76907.0   $0   1   D    
Forward sale contract (obligation to sell)     (6) (7) 9/12/2017     J/K   (6) (7)       1   (2)     (8)   (8) Liberty Global Class C   330000.0   $0   1   D    
Forward sale contract (obligation to sell)     (9) (10) 9/12/2017     J/K   (9) (10)       1   (13)     (12)   (12) LiLAC Class C   57683.0   $0   1   D    

Explanation of Responses:
(1)  On September 11, 2017, the seventeenth component of the LBTYK forward (as defined and described below) matured. The Reporting Person elected to physically settle the LBTYK forward, as further described in the Remarks section. The settlement price for the seventeenth component was above the LBTYK forward cap price; therefore, the Reporting Person delivered 96,448 shares of the Issuer's Liberty Global Class C ordinary shares ("LBTYK") to the counterparty (as defined below) and retained 13,552 LBTYK shares.
(2)  On September 12, 2017, the eighteenth component of the LBTYK forward matured. The Reporting Person elected to physically settle the LBTYK forward, as further described in the Remarks section. The settlement price for the eighteenth component was above the LBTYK forward cap price; therefore, the Reporting Person delivered 96,800 shares of LBTYK to the counterparty and retained 13,200 LBTYK shares.
(3)  The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
(4)  Held by a charitable remainder unitrust of which the Reporting Person is co-trustee and, with his spouse, retains a unitrust interest in the trust.
(5)  Held indirectly through Columbus Holding LLC, of which the Reporting Person has a controlling interest.
(6)  On July 17, 2012, the Reporting Person entered into a long-dated post-paid variable forward sale contract (the "LBTYK forward") with an unaffiliated counterparty (the "counterparty") relating to a maximum of 1,100,000 shares of Liberty Global Inc.'s ("LGI") Series C common stock, divided into 20 components. On June 7, 2013, upon consummation of the combination of LGI and Virgin Media Inc. under Liberty Global plc pursuant to that certain agreement and plan of merger dated as of February 5, 2013, as amended, each share of LGI's Series C common stock was exchanged for one share of LBTYK. On March 3, 2014, the Issuer distributed LBTYK shares as a dividend at a rate of one LBTYK share for every share of the Issuer's ordinary shares outstanding as of February 14, 2014. (Continued in Footnote 7)
(7)  As a result, the LBTYK forward was adjusted to relate to 2,200,000 LBTYK shares. Each component relates to 110,000 LBTYK shares (each, the "LBTYK Number of Shares"). The LBTYK forward floor price and the LBTYK forward cap price were determined based on the volume weighted average price at which the counterparty established its initial hedge, which was completed on July 17, 2012. The LBTYK forward may be settled on a physical settlement or cash settlement basis.
(8)  The forward sale contract is divided into 20 components, each with respect to 110,000 LBTYK shares. The components mature on sequential trading days over the period beginning on August 17, 2017 and ending on September 14, 2017.
(9)  On July 1, 2015, the Issuer distributed, by means of a dividend, to each holder of its ordinary shares one share of the corresponding class of the Issuer's Latin America and Caribbean ordinary shares ("LiLAC shares") for every twenty shares of that class of Issuer ordinary shares held by such holder as of the distribution record date. As a result, pursuant to the terms of the LBTYK forward, the LBTYK forward was automatically adjusted (the "LILAK forward") to apply to 110,000 (the "2015 adjustment") of the Issuer's LiLAC Class C ordinary shares ("LILAK"). On July 1, 2016, the Issuer distributed, by means of a dividend, to each holder of its Liberty Global Group ordinary shares ("LBTY shares"), one share of the corresponding class of the Issuer's LiLAC shares for every 8.01482 shares of that class of the Issuer's LBTY shares held by such holder as of the distribution record date. (Continued in Footnote 10)
(10)  As a result, the LILAK forward was automatically adjusted (the "2016 adjustment") and, following such adjustment, relates to an aggregate maximum of 384,491 LILAK shares, divided into 20 components. 19 components relate to 19,224 LILAK shares and the last component relates to 19,235 shares (each, the "LILAK Number of Shares"). The LILAK forward floor price and the LILAK forward cap price for each of the 2015 adjustment and the 2016 adjustment were determined based on a reference price for the LILAK shares as of each adjustment. The LILAK forward may be settled on a physical settlement or cash settlement basis.
(11)  On September 11, 2017, the seventeenth component of the LILAK forward matured. The Reporting Person elected to cash settle the LILAK forward, as further described in the Remarks section. The settlement price for (i) the 2015 adjustment portion of the seventeenth component was below the LILAK forward floor price and (ii) the 2016 adjustment portion of the seventeenth component was between the LILAK forward cap price and the LILAK forward floor price; therefore, the Reporting Person received an amount in cash from the counterparty for the 2015 adjustment portion pursuant to the terms of the LILAK forward.
(12)  The LILAK forward is divided into 20 components, of which the first 19 are with respect to 19,224 LILAK shares and the last is with respect to 19,235 LILAK shares. The components mature on sequential trading days over the period beginning on August 17, 2017 and ending on September 14, 2017.
(13)  On September 12, 2017, the eighteenth component of the LILAK forward matured. The Reporting Person elected to cash settle the LILAK forward, as further described in the Remarks section. The settlement price for (i) the 2015 adjustment portion of the eighteenth component was below the LILAK forward floor price and (ii) the 2016 adjustment portion of the eighteenth component was between the LILAK forward cap price and the LILAK forward floor price; therefore, the Reporting Person received an amount in cash from the counterparty for the 2015 adjustment portion pursuant to the terms of the LILAK forward.

Remarks:
The Reporting Person elected to physically settle the LBTYK forward. Therefore, the Reporting Person will receive an amount in cash determined pursuant to the terms of the LBTYK forward from the counterparty, and the number of shares to be delivered by the Reporting Person on the settlement date for each component is as follows: (i) if the closing price of LBTYK on the maturity date for that component (the ''LBTYK settlement price'') is less than or equal to the LBTYK forward floor price, the Reporting Person will deliver the LBTYK Number of Shares; (ii) if the LBTYK settlement price is greater than the LBTYK forward floor price and less than or equal to the LBTYK forward cap price, the Reporting Person will deliver a number of shares that permits him to retain the appreciation in the shares above the LBTYK forward floor price; and (iii) if the LBTYK settlement price is greater than the LBTYK forward cap price, the Reporting Person will deliver a number of shares that permits him to retain the appreciation in the shares up to but not above the LBTYK forward cap price. The Reporting Person elected to cash settle the LILAK forward. Therefore, the amount of cash to be delivered or received by the Reporting Person on the settlement date for each component is as follows: (a) if the closing price of LILAK on the maturity date for that component (the ''LILAK settlement price'') is less than or equal to the LILAK forward floor price, the Reporting Person will be entitled to receive from the counterparty a cash amount equal to the difference times the LILAK Number of Shares; (b) if the LILAK settlement price is greater than the LILAK forward floor price but less than or equal to the LILAK forward cap price, neither party will be entitled to payment; and (c) if the LILAK settlement price is greater than the LILAK forward cap price, the counterparty will be entitled to receive from the Reporting Person a cash amount equal to the difference times the LILAK Number of Shares.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MALONE JOHN C
161 HAMMERSMITH ROAD
LONDON, X0 
X X


Signatures
/s/ Michelle L. Keist, attorney-in-fact 9/13/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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