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Filing Details

Accession Number:: 0001570585-17-000276
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-08-23 19:02:09
Reporting Period:: 2017-08-21

Accepted Time:: 2017-08-23 18:02:09
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1570585	Liberty Global Plc	LBTY	()	CO

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
937797	C John Malone	161 Hammersmith Road London X0		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Liberty Global Class C	Disposition	2017-08-21	97,130	$0.00	6,625,227	Yes	4	J	Direct
Liberty Global Class C	Disposition	2017-08-21	90,000	$32.51	6,937,225	No	4	S	Indirect	By A Trust
Liberty Global Class C	Disposition	2017-08-22	97,361	$0.00	6,527,866	Yes	4	J	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Yes	4	J	Direct
No	4	S	Indirect	By A Trust
Yes	4	J	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Liberty Global Class C	Forward sale contract (obligation to sell)	Disposition	2017-08-21	1	$0.00	1,980,000	$0.00
Lilac Class C	Forward sale contract (obligation to sell)	Disposition	2017-08-21	1	$0.00	346,043	$0.00
Liberty Global Class C	Forward sale contract (obligation to sell)	Disposition	2017-08-22	1	$0.00	1,870,000	$0.00
Lilac Class C	Forward sale contract (obligation to sell)	Disposition	2017-08-22	1	$0.00	326,819	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
1	Yes	4	J	Direct
1	Yes	4	J	Direct
1	Yes	4	J	Direct
1	Yes	4	J	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Liberty Global Class C	756,405	Indirect	By Spouse
Liberty Global Class C	4,736,253	Indirect	by Columbus Holding LLC

Footnotes

On August 21, 2017, the third component of the LBTYK forward (as defined and described below) matured. The Reporting Person elected to physically settle the LBTYK forward, as further described in the Remarks section. The settlement price for the third component was above the LBTYK forward cap price; therefore, the Reporting Person delivered 97,130 shares of the Issuer's Liberty Global Class C ordinary shares ("LBTYK") to the counterparty (as defined below) and retained 12,870 LBTYK shares.
The trust's sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person as trustee of the trust on June 23, 2017.
The price reflects a weighted average of sales made at prices ranging from $32.35 to $32.62. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, information regarding the number of shares sold at each separate price.
Held by a charitable remainder unitrust of which the Reporting Person is co-trustee and, with his spouse, retains a unitrust interest in the trust.
On August 22, 2017, the fourth component of the LBTYK forward matured. The Reporting Person elected to physically settle the LBTYK forward, as further described in the Remarks section. The settlement price for the fourth component was above the LBTYK forward cap price; therefore, the Reporting Person delivered 97,361 shares of LBTYK to the counterparty and retained 12,639 LBTYK shares.
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.
Held indirectly through Columbus Holding LLC, of which the Reporting Person has a controlling interest.
On July 17, 2012, the Reporting Person entered into a long-dated post-paid variable forward sale contract (the "LBTYK forward") with an unaffiliated counterparty (the "counterparty") relating to a maximum of 1,100,000 shares of Liberty Global Inc.'s ("LGI") Series C common stock, divided into 20 components. On June 7, 2013, upon consummation of the combination of LGI and Virgin Media Inc. under Liberty Global plc pursuant to that certain agreement and plan of merger dated as of February 5, 2013, as amended, each share of LGI's Series C common stock was exchanged for one share of LBTYK. On March 3, 2014, the Issuer distributed LBTYK shares as a dividend at a rate of one LBTYK share for every share of the Issuer's ordinary shares outstanding as of February 14, 2014. (Continued in Footnote 9)
As a result, the LBTYK forward was adjusted to relate to 2,200,000 LBTYK shares. Each component relates to 110,000 LBTYK shares (each, the "LBTYK Number of Shares"). The LBTYK forward floor price and the LBTYK 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 LBTYK forward may be settled on a physical settlement or cash settlement basis.
The LBTYK forward is divided into 20 components, each with respect to 110,000 LBTYK shares. The components mature on sequential trading days over the period beginning on August 17, 2017 and ending on September 14, 2017.
On July 1, 2015, the Issuer distributed, by means of a dividend, to each holder of its ordinary shares one share of the corresponding class of the Issuer's Latin America and Caribbean ordinary shares ("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 terms of the LBTYK forward, the LBTYK forward was automatically adjusted (the "LILAK forward") to apply to 110,000 (the "2015 adjustment") of the Issuer's LiLAC Class C ordinary shares ("LILAK"). On July 1, 2016, the Issuer distributed, by means of a dividend, to each holder of its Liberty Global Group ordinary shares ("LBTY shares"), one share of the corresponding class of the Issuer's LiLAC shares for every 8.01482 shares of that class of the Issuer's LBTY shares held by such holder as of the distribution record date. (Continued in Footnote 12)
As a result, the LILAK forward was automatically adjusted (the "2016 adjustment") and, following such adjustment, relates to an aggregate maximum of 384,491 LILAK shares, divided into 20 components. 19 components relate to 19,224 LILAK shares and the last component relates to 19,235 shares (each, the "LILAK Number of Shares"). The LILAK forward floor price and the LILAK forward cap price for each of the 2015 adjustment and the 2016 adjustment were determined based on a reference price for the LILAK shares as of each adjustment. The LILAK forward may be settled on a physical settlement or cash settlement basis.
On August 21, 2017, the third component of the LILAK forward matured. The Reporting Person elected to cash settle the LILAK forward, as further described in the Remarks section. The settlement price for (i) the 2015 adjustment portion of the third component was below the LILAK forward floor price and (ii) the 2016 adjustment portion of the third component was above the LILAK forward cap price; therefore, the Reporting Person received an amount in cash from the counterparty pursuant to the terms of the LILAK forward.
The LILAK forward is divided into 20 components, of which the first 19 are with respect to 19,224 LILAK shares and the last is with respect to 19,235 LILAK shares. The components mature on sequential trading days over the period beginning on August 17, 2017 and ending on September 14, 2017.
On August 22, 2017, the fourth component of the LILAK forward matured. The Reporting Person elected to cash settle the LILAK forward, as further described in the Remarks section. The settlement price for (i) the 2015 adjustment portion of the fourth component was below the LILAK forward floor price and (ii) the 2016 adjustment portion of the fourth component was above the LILAK forward cap price; therefore, the Reporting Person received an amount in cash from the counterparty pursuant to the terms of the LILAK forward.