Liberty Global Ltd. — Director's Dealing 2018

Jan 3, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Liberty Global plc (LBTY)
CIK: 0001570585
Period of Report: 2017-12-29

Reporting Person: GOULD PAUL A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-29	LiLAC Class A	D	346	—	Disposed	88864	Direct
2017-12-29	LiLAC Class C	D	1058	—	Disposed	172258	Direct
2017-12-29	Liberty Global Class A	A	194	—	Acquired	216460	Direct
2017-12-29	Liberty Global Class C	A	621	—	Acquired	968072	Direct
2017-12-29	LiLAC Class A	J	88864	—	Disposed	0	Direct
2017-12-29	LiLAC Class B	J	8987	—	Disposed	0	Direct
2017-12-29	LiLAC Class C	J	172258	—	Disposed	0	Direct
2017-12-31	Liberty Global Class A	A	43	$35.84	Acquired	216503	Direct
2017-12-31	Liberty Global Class C	A	92	$33.84	Acquired	968164	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-12-29	Liberty Global Class A Share Fund Units	$	A	570	Acquired		Liberty Global Class A (570.0)	Direct
2017-12-29	Liberty Global Class C Share Fund Units	$	A	1471	Acquired		Liberty Global Class C (1471.0)	Direct
2017-12-29	LiLAC Class A Share Fund Units	$	D	1015	Disposed		LiLAC Class A (1015.0)	Direct
2017-12-29	LiLAC Class C Share Fund Units	$	D	2503	Disposed		LiLAC Class C (2503.0)	Direct
2017-12-31	Liberty Global Class A Share Fund Units	$	A	247	Acquired		Liberty Global Class A (247.0)	Direct
2017-12-31	Liberty Global Class C Share Fund Units	$	A	523	Acquired		Liberty Global Class C (523.0)	Direct

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: 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.

F5: 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.

F6: 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.

F7: 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.

F8: 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.

F9: 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.