Liberty Global Ltd. — Director's Dealing 2013

Jun 17, 2013

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Liberty Global plc (LBTY)
CIK: 0001570585
Period of Report: 2013-06-07

Reporting Person: MALONE JOHN C (Director, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Ordinary Shares	952177	Direct
Class A Ordinary Shares	90303	Indirect
Class B Ordinary Shares	8677225	Indirect
Class C Ordinary Shares	2596009	Direct
Class C Ordinary Shares	294869	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Forward sale contract (obligation to sell)	$		Class C Ordinary Shares (1100000)		Direct
Stock Option A (right to buy)	$35.78	2020-12-16	Class A Ordinary Shares (27323)		Direct
Stock Option A (right to buy)	$46.50	2021-05-01	Class A Ordinary Shares (22141)		Direct
Stock Option A (right to buy)	$49.99	2022-05-01	Class A Ordinary Shares (24104)		Direct
Stock Option A (right to buy)	$74.08	2023-05-01	Class A Ordinary Shares (18194)		Direct
Stock Option C (right to buy)	$33.93	2020-12-16	Class C Ordinary Shares (28819)		Direct
Stock Option C (right to buy)	$44.39	2021-05-01	Class C Ordinary Shares (23194)		Direct
Stock Option C (right to buy)	$48.20	2022-05-01	Class C Ordinary Shares (24999)		Direct
Stock Option C (right to buy)	$68.82	2023-05-01	Class C Ordinary Shares (19584)		Direct

Footnotes

F1: 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.

F2: Held by a charitable remainder unitrust of which the Reporting Person is sole trustee and, with his spouse, retains a unitrust interest in the trust.

F3: The forward sale contract is divided into 20 components, each with respect to 55,000 shares of Class C ordinary shares. The components mature on sequential trading days over the period beginning on August 17, 2017 and ending on September 14, 2017.

F4: The Reporting Person has entered into a long-dated post-paid variable forward sale contract with an unaffiliated counterparty (the "counterparty") relating to a maximum of 1,100,000 shares of the Issuer's Series C common stock, divided into 20 components. Each component relates to 55,000 shares (each, the "Number of Shares"). The forward floor price and the 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 contract may be settled on a physical settlement or cash settlement basis. If the contract is physically settled, the reporting person will receive an aggregate of $46,125,530 from the counterparty, and the number of shares to be delivered by the reporting person on the settlement date for each component will depend upon the relationship between the closing price of the Series C common stock on the maturity date for that component (the "settlement price"), and the forward floor price and the forward cap price, as follows: (i) if the settlement price is less than or equal to the forward floor price, the reporting person will deliver the Number of Shares; (ii) if the settlement price is greater than the forward floor price and less than or equal to the forward cap price, the reporting person will deliver a number of shares that permits him to retain the appreciation in the shares above the forward floor price; and (iii) if the settlement price is greater than the 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 forward cap price. If the contract is cash settled, then (a) if the settlement price is less than or equal to the forward floor price, the reporting person will be entitled to receive from the counterparty a cash amount equal to the difference times the Number of Shares; (b) if the settlement price is greater than the forward floor price but less than or equal to the forward cap price, neither party will be entitled to payment; and (c) if the settlement price is greater than the forward cap price, the counterparty will be entitled to receive from the reporting person a cash amount equal to the difference times the Number of Shares.

F5: The option vests in three equal annual installments commencing on December 16, 2011.

F6: The option vests in three equal annual installments commencing on May 1, 2012.

F7: The option vests in three equal annual installments commencing on May 1, 2013.

F8: The option vests in three equal annual installments commencing on May 1, 2014.