LCAPA Liberty Media Corp. - Liberty Cap Class A Common Stock (MM)

As filed with the Securities and Exchange Commission on November 28, 2011

Registration No. 333-177843   

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1  TO

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

LIBERTY MEDIA CORPORATION

(Exact name of registrant as specified in its charter)

12300 Liberty Boulevard

Englewood, Colorado 80112

(Address of principal executive offices) (Zip Code)

Liberty Media Corporation 2011 Nonemployee Director Incentive Plan

(Full title of the plan)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

PARTIAL TERMINATION OF REGISTRATION:

This Post-Effective Amendment No. 1 amends the Registration Statement on Form S-8 (Registration No. 333-177843) of Liberty Media Corporation (the “Company”), which was filed with the Securities and Exchange Commission on November 9, 2011 (the “Registration Statement”). The Registration Statement relates to the registration of securities issuable pursuant to the Liberty Media Corporation 2011 Nonemployee Director Incentive Plan (the “Plan”).

On November 28, 2011, the Company converted each outstanding share of its Series A Liberty Starz common stock and Series B Liberty Starz common stock into 0.88129 of a share of its Series A Liberty Capital common stock and Series B Liberty Capital common stock, respectively, with cash paid in lieu of fractional shares. Accordingly, this Post-Effective Amendment No. 1 to the Registration Statement deregisters all of the shares of Series A Liberty Starz common stock, par value $.01 per share, of the Company registered for issuance under the Registration Statement that remain unsold as of the date hereof.

Item 8. Exhibits.

* Previously filed.

2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Englewood, State of Colorado, on this 28th day of November, 2011.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

3

4

Exhibit Index

* Previously filed

5