FORM 4
[ X ] 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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

LIBERTY MEDIA CORP
2. Issuer Name and Ticker or Trading Symbol

DIRECTV GROUP INC [ DTV ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

12300 LIBERTY BOULEVARD
3. Date of Earliest Transaction (MM/DD/YYYY)

11/19/2009
(Street)

ENGLEWOOD, CO 80112
(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
Common Stock   11/19/2009     J    548720752   D $0   0   I   Held through wholly-owned subsidiary  

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
Call option (obligation to sell)   $28.3292   11/19/2009     J         1    12/30/2009   12/30/2009   Common Stock   11250000   $0   0   I   Held through wholly-owned subsidiary  
Put option (right to sell)   $22.8891   11/19/2009     J         1    12/30/2009   12/30/2009   Common Stock   11250000   $0   0   I   Held through wholly-owned subsidiary  
Call option (obligation to sell)   $29.2069   11/19/2009     J         1    7/14/2010   7/14/2010   Common Stock   17500000   $0   0   I   Held through wholly-owned subsidiary  
Put option (right to sell)   $20.9272   11/19/2009     J         1    7/14/2010   7/14/2010   Common Stock   17500000   $0   0   I   Held through wholly-owned subsidiary  
Call option (obligation to sell)   $30.329   11/19/2009     J         1    1/26/2011   1/26/2011   Common Stock   12500000   $0   0   I   Held through wholly-owned subsidiary  
Put option (right to sell)   $22.8891   11/19/2009     J         1    1/26/2011   1/26/2011   Common Stock   12500000   $0   0   I   Held through wholly-owned subsidiary  
Call option (obligation to sell)   $31.519   11/19/2009     J         1    8/10/2011   8/10/2011   Common Stock   15000000   $0   0   I   Held through wholly-owned subsidiary  
Put option (right to sell)   $20.9272   11/19/2009     J         1    8/10/2011   8/10/2011   Common Stock   15000000   $0   0   I   Held through wholly-owned subsidiary  
Call option (obligation to sell)   $32.7299   11/19/2009     J         1    2/15/2012   2/15/2012   Common Stock   17500000   $0   0   I   Held through wholly-owned subsidiary  
Put option (right to sell)   $22.8891   11/19/2009     J         1    2/15/2012   2/15/2012   Common Stock   17500000   $0   0   I   Held through wholly-owned subsidiary  
Call option (obligation to sell)   $33.2471   11/19/2009     J         1    8/29/2012   8/29/2012   Common Stock   25000000   $0   0   I   Held through wholly-owned subsidiary  
Put option (right to sell)   $20.9272   11/19/2009     J         1    8/29/2012   8/29/2012   Common Stock   25000000   $0   0   I   Held through wholly-owned subsidiary  

Explanation of Responses:

Remarks:
On November 19, 2009, the Reporting Person caused its subsidiaries to contribute to Liberty Entertainment, Inc. ("LEI"), among other things, the wholly-owned subsidiaries of the Reporting Person that hold all of the shares of common stock of the Issuer beneficially owned by the Reporting Person and that are a party to the zero cost collar arrangements described in the Form 4 filed by the Reporting Person on April 2, 2008. At 5:00 p.m., New York Time, on November 19, 2009, the Reporting Person distributed all of the outstanding shares of LEI to the holders of its Liberty Entertainment common stock pursuant to a partial redemption of its Liberty Entertainment common stock. Immediately following the redemption on November 19, 2009, a business combination transaction among the Reporting Person, the Issuer, LEI and DIRECTV, a wholly-owned subsidiary of the Issuer ("Holdings") and certain other persons was completed, pursuant to which, among other things, LEI and the Issuer separately merged with subsidiaries of Holdings and Holdings became the new parent holding company of the Issuer.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
LIBERTY MEDIA CORP
12300 LIBERTY BOULEVARD
ENGLEWOOD, CO 80112

X


Signatures
LIBERTY MEDIA CORPORATION By: /S/ Craig Troyer Vice President 11/23/2009
** 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.
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