Liberty Global Ltd. — Director's Dealing 2015

Jul 29, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Liberty Global plc (LBTY)
CIK: 0001570585
Period of Report: 2015-07-09

Reporting Person: DVORAK BERNARD G (EVP & Co-CFO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-07-09	LiLAC Restricted Share Units C	$	A	1455	Acquired		LiLAC Class C (1455)	Direct
2015-07-09	LiLAC Restricted Share Units C	$	A	414	Acquired		LiLAC Class C (414)	Indirect
2015-07-09	LiLAC Share Appreciation Rights C	$12.37	A	3108	Acquired	2017-05-01	LiLAC Class C (3108)	Direct
2015-07-09	LiLAC Share Appreciation Rights C	$12.26	A	6217	Acquired	2017-05-01	LiLAC Class C (6217)	Direct
2015-07-09	LiLAC Share Appreciation Rights C	$20.93	A	2097	Acquired	2018-05-01	LiLAC Class C (2097)	Direct
2015-07-09	LiLAC Share Appreciation Rights C	$20.09	A	4194	Acquired	2018-05-01	LiLAC Class C (4194)	Direct
2015-07-09	LiLAC Share Appreciation Rights C	$22.51	A	1986	Acquired	2019-05-01	LiLAC Class C (1986)	Direct
2015-07-09	LiLAC Share Appreciation Rights C	$21.81	A	3972	Acquired	2019-05-01	LiLAC Class C (3972)	Direct
2015-07-09	LiLAC Share Appreciation Rights C	$33.35	A	1872	Acquired	2020-05-01	LiLAC Class C (1872)	Direct
2015-07-09	LiLAC Share Appreciation Rights C	$31.14	A	3744	Acquired	2020-05-01	LiLAC Class C (3744)	Direct
2015-07-09	LiLAC Share Appreciation Rights C	$35.37	A	6690	Acquired	2021-05-01	LiLAC Class C (6690)	Direct
2015-07-09	LiLAC Share Appreciation Rights C	$46.52	A	5359	Acquired	2022-05-01	LiLAC Class C (5359)	Direct
2015-07-09	LiLAC Share Appreciation Rights C	$12.37	A	888	Acquired	2017-05-01	LiLAC Class C (888)	Indirect
2015-07-09	LiLAC Share Appreciation Rights C	$12.26	A	1776	Acquired	2017-05-01	LiLAC Class C (1776)	Indirect
2015-07-09	LiLAC Share Appreciation Rights C	$20.93	A	599	Acquired	2018-05-01	LiLAC Class C (599)	Indirect
2015-07-09	LiLAC Share Appreciation Rights C	$20.09	A	1199	Acquired	2018-05-01	LiLAC Class C (1199)	Indirect
2015-07-09	LiLAC Share Appreciation Rights C	$22.51	A	567	Acquired	2019-05-01	LiLAC Class C (567)	Indirect
2015-07-09	LiLAC Share Appreciation Rights C	$21.81	A	1135	Acquired	2019-05-01	LiLAC Class C (1135)	Indirect
2015-07-09	LiLAC Share Appreciation Rights C	$33.35	A	534	Acquired	2020-05-01	LiLAC Class C (534)	Indirect
2015-07-09	LiLAC Share Appreciation Rights C	$31.14	A	1069	Acquired	2020-05-01	LiLAC Class C (1069)	Indirect
2015-07-09	LiLAC Share Appreciation Rights C	$35.37	A	2007	Acquired	2021-05-01	LiLAC Class C (2007)	Indirect
2015-07-09	LiLAC Share Appreciation Rights C	$46.52	A	1607	Acquired	2022-05-01	LiLAC Class C (1607)	Indirect

Footnotes

F1: Each Restricted Share Unit represents a right to receive one share of Issuer's LiLAC Class C ordinary shares.

F2: The Restricted Share Units vest on September 30, 2015.

F3: On March 3, 2014, the Issuer distributed its Class C ordinary shares as a dividend to each holder of its ordinary shares at a rate of one Class C ordinary share for each ordinary share outstanding as of February 14, 2014 (the Class C Dividend). As a result of the Class C Dividend, pursuant to the anti-dilution provisions of the applicable incentive plan of the Issuer, all outstanding Class A share appreciation rights (SARs) previously reported by the Reporting Person were adjusted by allocating the exercise price of the original Class A SAR between a SAR based on Class A ordinary shares and a SAR based on Class C ordinary shares and all outstanding Class C SARs previously reported by the Reporting Person were adjusted by doubling the number of shares and reducing by half the base price. All other terms of the additional or adjusted Class C SARs are, in all material respects, the same as those of the corresponding original SARs.

F4: On July 1, 2015, the Issuer distributed, by means of a dividend, to each holder of ordinary shares one share of the corresponding Class of Issuer Latin America and Caribbean ordinary share ("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 anti-dilution provisions of the applicable incentive plan, all equity awards previously reported were adjusted by an adjustment to the exercise price or base price, as applicable, and number of shares relating to the original award and the Reporting Person received an equity award relating to shares of the corresponding class of LiLAC shares (a "LiLAC Award"). All other terms of the awards and the terms of the LiLAC Awards are, in all material respects, the same as those of the corresponding original award.

F5: 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.

F6: The SARs are immediately exercisable.

F7: The SARs provide for vesting of 12.5% of the shares on November 1, 2012, and the remaining shares in 14 equal quarterly installments commencing February 1, 2013.

F8: The SARs provide for vesting of 12.5% of the shares on November 1, 2013, and the remaining shares in 14 equal quarterly installments commencing February 1, 2014.

F9: The SARs provide for vesting of 12.5% of the shares on November 1, 2014, and the remaining shares in 14 equal quarterly installments commencing February 1, 2015.

F10: The SARs provide for vesting of 12.5% of the shares on November 1, 2015, and the remaining shares in 14 equal quarterly installments commencing February 1, 2016.