Filing Details

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

(Amendment No. 1)

 

Under the Securities Exchange Act of 1934

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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(1)              The Proxy and Voting Agreement, dated as of November 4, 2016, by and among John C. Malone (Mr. Malone), Leslie Malone (Mrs. Malone, and together with Mr. Malone, the Malone Group) and Barry Diller (Mr. Diller) contains provisions relating to the voting and disposition of Series A common stock, par value $0.01 per share (the Series A Common Stock), and Series B common stock, par value $0.01 per share (the Series B Common Stock), of Liberty Expedia Holdings, Inc. (the Issuer) held by the Malone Group. See Item 6.

 

(2)              Includes 52,828 shares of Series A Common Stock and 82,565 shares of Series B Common Stock held by Mr. Malones wife, Mrs. Malone, as to which shares Mr. Malone disclaims beneficial ownership.

 

(3)              Includes (i) 273,431 shares of Series A Common Stock pledged to Fidelity Brokerage Services, LLC (Fidelity) in connection with a margin loan facility extended by Fidelity and (ii) 131,228 shares of Series A Common Stock pledged to Merrill Lynch, Pierce, Fenner & Smith Incorporated (Merrill Lynch) in connection with certain margin loan facilities extended by Merrill Lynch.

 

(4)              Does not include shares of Series A Common Stock issuable upon conversion of shares of Series B Common Stock beneficially owned by Mr. Malone as noted above; however, if such shares of Series A Common Stock were included, Mr. Malone would have beneficial ownership of 3,085,442 shares of Series A Common Stock and Mr. Malones aggregate beneficial ownership of Series A Common Stock, as a series, would be approximately 5.4%, subject to the relevant footnotes set forth herein.

 

(5)              The number of shares of Series B Common Stock reported as beneficially owned by Mr. Malone reflects a decrease of 1 share from the number of shares of Series B Common Stock previously reported in Mr. Malones Report on Schedule 13D filed with the Securities and Exchange Commission (the SEC) on November 14, 2016, as a result of rounding the number of shares of Series B Common Stock received in connection with the split-off of the Issuer, which was completed on November 4, 2016.

 

(6)              Includes 44,455 shares of Series B Common Stock held by two trusts (the Trusts) which are managed by an independent trustee and of which the beneficiaries are Mr. Malones adult children. Mr. Malone has no pecuniary interest in the Trusts, but he retains the right to substitute assets held by the Trusts. Mr. Malone disclaims beneficial ownership of the shares held by the Trusts.

 

(7)              For purposes of calculating beneficial ownership of Mr. Malone, the total number of shares of Series A Common Stock outstanding was 54,443,983 and the total number of shares of Series B Common Stock outstanding was 2,830,174, in each case, as of January 31, 2018, as reported by the Issuer in Amendment No. 1 to its Annual Report on Form 10-K/A, filed with the SEC on February 16, 2018.  Each share of Series B Common Stock is convertible, at the option of the holder, into one share of Series A Common Stock. Generally, each share of Series A Common Stock is entitled to one vote, whereas each share of Series B Common Stock is entitled to ten votes. Accordingly, Mr. Malone may be deemed to beneficially own voting equity securities representing approximately 32.9% of the voting power of the Issuer based on the outstanding shares noted above. See Item 5.

 

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

(Amendment No. 1)

 

Statement of

 

JOHN C. MALONE

 

Pursuant to Section 13(d) of the Securities Exchange Act of 1934

in respect of

 

LIBERTY EXPEDIA HOLDINGS, INC.

 

This Report on Schedule 13D relates to the Series A common stock, par value $0.01 per share (the Series A Common Stock), and Series B common stock, par value $0.01 per share (the Series B Common Stock and, together with the Series A Common Stock, the Common Stock), of Liberty Expedia Holdings, Inc., a Delaware corporation (the Issuer).  The Report on Schedule 13D originally filed with the Securities and Exchange Commission (the SEC) by the Reporting Person, Mr. John C. Malone (Mr. Malone), on November 14, 2016 (the Schedule 13D), is hereby amended and supplemented to include the information set forth herein.  This amended statement on Schedule 13D/A (this Amendment) constitutes Amendment No. 1 to the Schedule 13D (the Schedule 13D, as amended by the Amendment, collectively, the Statement). Capitalized terms not defined herein have the meanings given to such terms in the Schedule 13D.  Except as set forth herein, the Schedule 13D is unmodified.

 

Item 4. Purpose of the Transaction

 

Item 4 of the Schedule 13D is amended and supplemented to add the following information:

 

The information set forth in Item 6 to this Amendment is incorporated herein by reference.

 

Item 5. Interest in Securities of the Issuer

 

Item 5 of the Schedule 13D is amended and restated to read as follows:

 

(a) - (b) Mr. Malone beneficially owns (i) 404,659 shares of Series A Common Stock (including 52,828 shares held by his wife as to which shares Mr. Malone disclaims beneficial ownership) and (ii) 2,680,783 shares of Series B Common Stock (including (A) 82,565 shares held by his wife, as to which Mr. Malone disclaims beneficial ownership and (B) 44,455 shares held by two trusts which are managed by an independent trustee (the Trusts), the beneficiaries of which are Mr. Malones adult children, as to which shares Mr. Malone disclaims beneficial ownership). The shares of Series A Common Stock and Series B Common Stock beneficially owned by Mr. Malone constitute (x) less than 1% of the outstanding shares of Series A Common Stock, based on 54,443,983 shares of Series A Common Stock outstanding as of January 31, 2018, as reported by the Issuer in Amendment No. 1 to its Annual Report on Form 10-K/A, filed with the SEC on February 16, 2018 (the Form 10-K/A), and (y) approximately 94.7% of the outstanding shares of Series B Common Stock, based on 2,830,174 shares of Series B Common Stock outstanding as of January 31, 2018, as reported by the Issuer in the Form 10-K/A. Generally, the holders of Series B Common Stock are entitled to 10 votes per share and the holders of Series A Common Stock are entitled to one vote per share (other than the election or removal of Common Stock Directors prior to the Series B Director Termination Time, in which case each share of Series A Common Stock entitles its holder to one vote per share and each share of Series B Common Stock entitles its holder to two votes per share). Accordingly, Mr. Malone may be deemed to beneficially own voting equity securities representing approximately 32.9% of the voting power of the Issuer based on the outstanding shares noted above.

 

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Pursuant to the Malone Proxy, Mr. Malone and Mrs. Malone (together, the Malone Group) have granted to Barry Diller (Mr. Diller) an irrevocable proxy to vote the shares of Common Stock owned by the Malone Group until the Proxy Arrangement Termination Date, subject to certain exceptions. The Malone Proxy also contains provisions relating to the ownership and disposition of the Malone Groups shares of Common Stock. See the description of the Malone Proxy in Item 6 to the Statement, which is incorporated herein by reference.

 

The Trusts hold 44,455 shares of Series B Common Stock, as to which shares Mr. Malone has no pecuniary interest and disclaims beneficial ownership.  The shares of Series B Common Stock held by the Trusts are not subject to the Malone Proxy.  To Mr. Malones knowledge, the Trusts have the sole power to vote and to dispose of, or to direct the voting or disposition of, the shares of Series B Common Stock held by the Trusts, except that Mr. Malone is permitted under the terms of the Trusts to substitute assets in the Trusts and thereby may acquire shares held in the Trusts at any time.

 

(c) Except as provided in this Amendment, neither Mr. Malone nor, to his knowledge, his wife or the Trusts, has executed any transactions in respect of the Common Stock within the last sixty days.

 

(d) Not applicable.

 

(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

Item 6 of the Schedule 13D is hereby amended and supplemented to add the following information:

 

Letter Agreement

 

The Transaction Agreement provides that the Proxy Arrangement Termination Date will occur upon the occurrence of certain events or the taking of certain actions, and if not sooner terminated as a result of the occurrence of such events or the taking of such actions, the Proxy Arrangement Termination Date would occur on the eighteen (18) month anniversary of the closing of the Split-Off, or May 4, 2018 (the Outside Date).  Upon the Proxy Arrangement Termination Date, the Transaction Agreement and certain Subject Instruments (including the Malone Proxy and the Diller Assignment) would terminate.

 

On March 6, 2018, the Issuer, Liberty Interactive, Mr. Malone, Mrs. Malone and Mr. Diller entered into a letter agreement (the Letter Agreement), which amended the termination provisions of the Transaction Agreement to extend the Outside Date for an additional one year period.  As a result, unless sooner terminated upon the occurrence of certain events or the taking of certain actions, in either case, as listed in the Transaction Agreement, as amended by the Letter Agreement, the Proxy Arrangement Termination Date will occur, and the Transaction Agreement together with certain Subject Instruments will terminate, on May 4, 2019.

 

The foregoing summary of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the Letter Agreement, which is filed as Exhibit 7(c) to this Amendment.

 

Item 7. Material to be Filed as Exhibits

 

Item 7 of the Schedule 13D is amended and restated to read as follows.

 

7(a)                          Amended and Restated Transaction Agreement, dated as of September 22, 2016, by and among Liberty Interactive Corporation, Liberty Expedia Holdings, Inc., Barry Diller, John C. Malone and Leslie Malone (incorporated by reference to Exhibit 10.13 to Liberty Expedia Holdings, Inc.s Amendment No. 4 to Form S-1 on Form S-4 (File No. 333-210377) filed with the Securities and Exchange Commission on September 22, 2016).*

 

7(b)                          Proxy and Voting Agreement, dated as of November 4, 2016, by and among Barry Diller, John C. Malone and Leslie Malone (incorporated by reference to Exhibit 10.11 to Liberty Expedia Holdings,

 

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Inc.s Current Report on Form 8-K (File No. 001-37938) filed with the Securities and Exchange Commission on November 7, 2016).*

 

7(c)                           Letter Agreement, dated as of March 6, 2018, by and among Liberty Expedia Holdings, Inc., Liberty Interactive Corporation, Barry Diller, John C. Malone and Leslie Malone (incorporated by reference to Exhibit 10.1 to Liberty Expedia Holdings, Inc.s Current Report on Form 8-K (File No. 001-37938) filed with the Securities and Exchange Commission on March 7, 2018).

 

* Previously filed

 

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SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

 

Dated: March 6, 2018
	By:	/s/ John C. Malone
		John C. Malone

 

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EXHIBIT INDEX

 

Exhibit No.		Description
7(a)		Amended and Restated Transaction Agreement, dated as of September 22, 2016, by and among Liberty Interactive Corporation, Liberty Expedia Holdings, Inc., Barry Diller, John C. Malone and Leslie Malone (incorporated by reference to Exhibit 10.13 to Liberty Expedia Holdings, Inc.s Amendment No. 4 to Form S-1 on Form S-4 (File No. 333-210377) filed with the Securities and Exchange Commission on September 22, 2016).*
7(b)		Proxy and Voting Agreement, dated as of November 4, 2016, by and among Barry Diller, John C. Malone and Leslie Malone (incorporated by reference to Exhibit 10.11 to Liberty Expedia Holdings, Inc.s Current Report on Form 8-K (File No. 001-37938) filed with the Securities and Exchange Commission on November 7, 2016).*
7(c)		Letter Agreement, dated as of March 6, 2018, by and among Liberty Expedia Holdings, Inc., Liberty Interactive Corporation, Barry Diller, John C. Malone and Leslie Malone (incorporated by reference to Exhibit 10.1 to Liberty Expedia Holdings, Inc.s Current Report on Form 8-K (File No. 001-37938) filed with the Securities and Exchange Commission on March 7, 2018).

 

* Previously filed

 

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