Liberty Media Corp — Director's Dealing 2016

Apr 22, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Liberty Media Corp (LMCA)
CIK: 0001560385
Period of Report: 2016-04-15

Reporting Person: ROSENTHALER ALBERT E (Chief Tax Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-15	Series A Common Stock	J	66624.0000	—	Disposed	0.0000	Direct
2016-04-15	Series A Liberty Braves Common Stock	J	6662.0000	—	Acquired	6662.0000	Direct
2016-04-15	Series A Liberty Media Common Stock	J	16656.0000	—	Acquired	16656.0000	Direct
2016-04-15	Series A Liberty SiriusXM Common Stock	J	66624.0000	—	Acquired	66624.0000	Direct
2016-04-15	Series C Common Stock	J	133248.0000	—	Disposed	0.0000	Direct
2016-04-15	Series C Liberty Braves Common Stock	J	13324.0000	—	Acquired	13324.0000	Direct
2016-04-15	Series C Liberty Media Common Stock	J	33312.0000	—	Acquired	33312.0000	Direct
2016-04-15	Series C Liberty SiriusXM Common Stock	J	133248.0000	—	Acquired	133248.0000	Direct
2016-04-15	Series C Common Stock	J	6817.0000	—	Disposed	0.0000	Indirect
2016-04-15	Series C Liberty Braves Common Stock	J	681.0000	—	Acquired	681.0000	Indirect
2016-04-15	Series C Liberty Media Common Stock	J	1704.0000	—	Acquired	1704.0000	Indirect
2016-04-15	Series C Liberty SiriusXM Common Stock	J	6817.0000	—	Acquired	6817.0000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-04-20	Stock Option - LMCA (Right to Buy)	$23.8800	J	33163.0000	Disposed	2020-03-19	Series A Common Stock (33163.0000)	Direct
2016-04-20	Stock Option - LMCK (Right to Buy)	$39.6500	J	118100.0000	Disposed	2022-03-04	Series C Common Stock (118100.0000)	Direct
2016-04-20	Stock Option - LMCK (Right to Buy)	$39.6500	J	192538.0000	Disposed	2023-03-04	Series C Common Stock (192538.0000)	Direct
2016-04-20	Stock Option - LMCK (Right to Buy)	$23.5500	J	67012.0000	Disposed	2020-03-19	Series C Common Stock (67012.0000)	Direct
2016-04-20	Stock Option (Right to Buy) - BATRA	$11.4200	J	3328.0000	Acquired	2020-03-19	Series A Liberty Braves Common Stock (3328.0000)	Direct
2016-04-20	Stock Option (Right to Buy) - BATRK	$18.8400	J	11816.0000	Acquired	2022-03-04	Series C Liberty Braves Common Stock (11816.0000)	Direct
2016-04-20	Stock Option (Right to Buy) - BATRK	$18.8400	J	19264.0000	Acquired	2023-03-04	Series C Liberty Braves Common Stock (19264.0000)	Direct
2016-04-20	Stock Option (Right to Buy) - BATRK	$11.1900	J	6780.0000	Acquired	2020-03-19	Series C Liberty Braves Common Stock (6780.0000)	Direct
2016-04-20	Stock Option (Right to Buy) - LMCA	$11.6800	J	8316.0000	Acquired	2020-03-19	Series A Liberty Media Common Stock (8316.0000)	Direct
2016-04-20	Stock Option (Right to Buy) - LMCK	$18.8300	J	29524.0000	Acquired	2022-03-04	Series C Liberty Media Common Stock (29524.0000)	Direct
2016-04-20	Stock Option (Right to Buy) - LMCK	$18.8300	J	48134.0000	Acquired	2023-03-04	Series C Liberty Media Common Stock (48134.0000)	Direct
2016-04-20	Stock Option (Right to Buy) - LMCK	$11.1800	J	16941.0000	Acquired	2020-03-19	Series C Liberty Media Common Stock (16941.0000)	Direct
2016-04-20	Stock Option (Right to Buy) - LSXMA	$19.7500	J	33275.0000	Acquired	2020-03-19	Series A Liberty SiriusXM Common Stock (33275.0000)	Direct
2016-04-20	Stock Option (Right to Buy) - LSXMK	$32.6300	J	118858.0000	Acquired	2022-03-04	Series C Liberty SiriusXM Common Stock (118858.0000)	Direct
2016-04-20	Stock Option (Right to Buy) - LSXMK	$32.6300	J	193774.0000	Acquired	2023-03-04	Series C Liberty SiriusXM Common Stock (193774.0000)	Direct
2016-04-20	Stock Option (Right to Buy) - LSXMK	$19.3800	J	67775.0000	Acquired	2020-03-19	Series C Liberty SiriusXM Common Stock (67775.0000)	Direct

Footnotes

F1: Pursuant to the Reclassification and Exchange (as described in the Remarks section), all of the outstanding shares of Liberty Media Corporation's (the "Issuer") Series A common stock, Series B common stock and Series C common stock were reclassified into and exchanged for newly-issued shares of the corresponding series of the Issuer's Liberty SiriusXM common stock, Liberty Braves common stock and Liberty Media common stock (the "tracking stocks"). The Reclassification and Exchange was exempt under Rule 16b-7, and such transactions were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended ("Rule 16b-3").

F2: The number of shares reported as held in the reporting person's 401(k) is based on a statement from the Plan Administrator dated as of April 19, 2016.

F3: In connection with the Reclassification and Exchange, all outstanding equity awards with respect to the Issuer's common stock (each such equity award, an "original equity award") were automatically converted pursuant to the anti-dilution provisions of the incentive plan under which such original equity award was granted into equity awards with respect to the corresponding series of each group of the Issuer's tracking stocks (each such equity award, a "new equity award"). The number of shares and the exercise price of each new equity award were determined on April 20, 2016, and such adjustments were designed to preserve the value associated with the original equity awards prior to the Reclassification and Exchange. Otherwise such new equity award remains subject to the terms and conditions of the corresponding original equity award. Such adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3.

F4: The derivative security is fully vested.

F5: The derivative security vested 33.33% on March 4, 2016, and will vest 33.33% on each of March 4, 2017, and March 4, 2018.

F6: The derivative security vests 50% on December 31, 2019, and 50% on December 31, 2020.

F7: The derivative security is presently vested as to 33.33% of the award, and will vest 33.33% on each of March 4, 2017, and March 4, 2018.