Statement of Changes in Beneficial Ownership (4)
January 03 2018 - 5:41PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
WARGO J DAVID
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2. Issuer Name
and
Ticker or Trading Symbol
Liberty Global plc
[
LBTY
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
161 HAMMERSMITH ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/29/2017
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(Street)
LONDON, X0
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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LiLAC Class A
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12/29/2017
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D
(1)
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216
(1)
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D
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(1)
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6168
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D
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LiLAC Class C
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12/29/2017
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D
(1)
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668
(1)
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D
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(1)
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118777
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D
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Liberty Global Class A
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12/29/2017
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A
(2)
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121
(2)
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A
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(2)
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36874
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D
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Liberty Global Class C
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12/29/2017
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A
(2)
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392
(2)
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A
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(2)
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110405
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D
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LiLAC Class A
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12/31/2017
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J
(3)
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V
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6168
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D
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$0
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0
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D
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LiLAC Class C
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12/31/2017
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J
(3)
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V
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118777
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D
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$0
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0
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D
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LiLAC Class C
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12/29/2017
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J
(3)
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V
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1004
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D
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$0
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0
(4)
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I
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By Spouse
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Liberty Global Class A
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12/31/2017
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A
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35
(5)
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A
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$35.84
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36909
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D
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Liberty Global Class C
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12/31/2017
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A
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73
(5)
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A
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$33.84
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110478
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D
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Liberty Global Class C
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32
(4)
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I
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By Spouse
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Liberty Global Class A Share Fund Units
(6)
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(7)
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12/29/2017
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A
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422
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(7)
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(7)
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Liberty Global Class A
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422.0
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(8)
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5798
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D
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Liberty Global Class C Share Fund Units
(6)
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(7)
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12/29/2017
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A
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1062
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(7)
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(7)
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Liberty Global Class C
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1062.0
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(8)
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13575
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D
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LiLAC Class A Share Fund Units
(9)
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(7)
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12/29/2017
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D
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751
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(7)
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(7)
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LiLAC Class A
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751.0
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(10)
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0
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D
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LiLAC Class C Share Fund Units
(9)
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(7)
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12/29/2017
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D
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1808
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(7)
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(7)
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LiLAC Class C
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1808.0
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(10)
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0
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D
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Liberty Global Class A Share Fund Units
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(7)
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12/31/2017
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A
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198
(8)
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(7)
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(7)
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Liberty Global Class A
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198.0
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(8)
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5996
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D
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Liberty Global Class C Share Fund Units
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(7)
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12/31/2017
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A
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418
(8)
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(7)
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(7)
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Liberty Global Class C
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418.0
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(8)
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13993
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D
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Explanation of Responses:
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(1)
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Represents shares underlying Restricted Share Units disposed of as a result of the adjustments described in this footnote. In connection with the completion of the Split-Off (as described in the Remarks section), all Restricted Share Units held by the reporting person and for which the reporting person elected to defer receipt of the underlying shares with respect to the Issuer's LiLAC ordinary shares (each, a "Pre-Split LiLAC RSU") were converted under the Deferred Compensation Plan, such that the reporting person (i) disposed of the Pre-Split LiLAC RSU and (ii) received a Restricted Share Unit relating to shares of the corresponding class of the Issuer's Liberty Global ordinary shares. This Restricted Share Unit will vest in accordance with the Deferred Compensation Plan. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
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(2)
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Includes Restricted Share Units granted as a result of the adjustments described in footnote 1 and approved by the Issuer's Board pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. The reporting person has elected to defer receipt of the underlying Liberty Global ordinary shares until the Restricted Share Units vest in accordance with the Deferred Compensation Plan.
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(3)
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Pursuant to the Split-Off (as described in the Remarks section), all of the outstanding ordinary shares of Liberty Global plc's (the "Issuer") Class A LiLAC ordinary shares, Class B LiLAC ordinary shares and Class C LiLAC ordinary shares were redesignated as deferred shares (with virtually no economic rights) and those deferred shares were transferred for no consideration to a third-party designee. The Split-Off was exempt pursuant to Rule 16b-7 under the Securities Exchange Act of 1934, as amended.
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(4)
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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.
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(5)
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Acquired in accordance with the terms of the Liberty Global 2014 Nonemployee Director Incentive Plan for the equity portion of the fees paid to the Reporting Person for his services as a director. The number of shares was determined using the closing market price of the applicable class of ordinary shares on December 29, 2017.
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(6)
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This share fund unit was granted as a result of the adjustments described in this footnote. In connection with the completion of the Split-Off, all share fund units held by the reporting person with respect to the Issuer's LiLAC ordinary shares (each, a "Pre-Split LiLAC Unit") were converted under the Deferred Compensation Plan, such that the reporting person (i) disposed of the Pre-Split LiLAC Unit and (ii) received a share fund unit relating to shares of the corresponding class of the Issuer's Liberty Global ordinary shares. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
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(7)
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The share fund units represent the economic equivalent of one share of the corresponding class of the Issuer's ordinary shares. The share fund units confer no voting or other rights of stock ownership. The share fund units will be payable, in shares of the corresponding class of the Issuer's ordinary shares, in accordance with the Deferred Compensation Plan.
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(8)
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The share fund units represent the deferral of shares for a portion of the fees paid to the Reporting Person for his services as a director. The number of share fund units acquired is based on the closing prices of the applicable class of Issuer's ordinary shares on December 29, 2017, with the value of any fractional shares deferred in cash.
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(9)
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This share fund unit was disposed of as a result of the adjustments described in this footnote. In connection with the completion of the Split-Off, all Pre-Split LiLAC Units were converted under the Deferred Compensation Plan, such that the reporting person (i) disposed of the Pre-Split LiLAC Unit and (ii) received a share fund unit relating to shares of the corresponding class of the Issuer's Liberty Global ordinary shares. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
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(10)
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The share fund units represent the deferral of shares for a portion of the fees paid to the Reporting Person for his services as a director. The number of share fund units acquired was based on the closing prices of the Issuer's applicable class of ordinary shares on the respective grant dates of such share fund units, with the value of any fractional shares deferred in cash.
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Remarks:
On December 29, 2017, the Issuer effected the split-off of its wholly owned subsidiary, Liberty Latin America Ltd. ("Splitco"), by distributing Splitco's common shares (the "distribution") to the holders of the Issuer's LiLAC Ordinary Shares. Immediately following the distribution, the LiLAC Ordinary Shares were redesignated as deferred shares (with virtually no economic rights) and those deferred shares were transferred for no consideration to a third-party designee (such transactions together with the distribution, the "Split-Off"). In the distribution, holders of LiLAC Ordinary Shares received one share of the same class of common shares of Splitco for each LiLAC Ordinary Share held by them at 5:00 p.m., New York City time, on December 29, 2017. The trading symbols for the Issuer's classes of ordinary shares are LBTYA, LBTYB and LBTYK.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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WARGO J DAVID
161 HAMMERSMITH ROAD
LONDON, X0
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X
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Signatures
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/s/ Michelle L. Keist, attorney-in-fact
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1/3/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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