Bennett Robert R Form 4 Liberty Media / ROBERT R BENNETT ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BENNETT ROBERT R

(Last)

(First)

(Middle)

12300 LIBERTY BOULEVARD

(Street)

ENGLEWOOD

80112

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Liberty Media Corp [ LSXMA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Forward Sale Contract (obligation to sell)	⁽¹⁾⁽²⁾⁽³⁾	08/04/2023		J⁽¹⁾⁽²⁾⁽³⁾	V	1		⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	Series C Liberty Live Common Stock	16,333	⁽¹⁾⁽²⁾⁽³⁾	1	I	See Footnote⁽⁴⁾

Explanation of Responses:

1. As previously reported, on December 5, 2019, the reporting person, through a limited liability company (the "LLC") owned and controlled by the reporting person and his wife, entered into a prepaid variable forward sale contract with an unaffiliated third party buyer referencing shares of Series C Liberty Formula One Common Stock. On August 4, 2023, pursuant to the terms of the forward sale contract, the third party buyer adjusted the terms of the forward sale contract to account for the reclassification and exchange of the Series C Liberty Formula One Common Stock, as described in the issuer's Form S-4 (SEC File No. 333-268921).

2. Pursuant to such adjustment, the LLC and the third party buyer were deemed to enter into a forward sale which obligates the LLC to deliver to the buyer up to an aggregate of 16,333 shares of Series C Liberty Live Common Stock (the "Shares") (or, at the LLC's election, an equivalent amount of cash based upon the market price of the Shares at that time) over the course of the maturity dates of the forward sale contract (December 5, 6 and 9, 2024). The LLC did not receive any payment and there were no other changes to the terms of the forward sale contract as a result of the adjustment. The LLC pledged 16,333 Shares (the "Pledged Shares") to secure its obligations in connection with the adjustment and retained dividend and voting rights in the Pledged Shares during the term of the pledge.

3. The number of Shares to be delivered to the buyer on the maturity dates is to be determined as follows: (a) if the volume-weighted average price at which the Shares on the relevant maturity date (the "Settlement Price") is less than or equal to $21.00 per share (the "Floor Price"), the LLC will deliver to the buyer all of the Pledged Shares related to that maturity date, (b) if the Settlement Price is between the Floor Price and $24.35 (the "Cap Price"), the LLC will deliver to the buyer a number of Shares having a value (based upon the then market price) equal to the Floor Price, and (c) if the Settlement Price is greater than the Cap Price, the LLC will deliver to the purchaser a number of Shares having a value (based upon the then market price) equal to the Floor Price plus the difference between the Settlement Price and the Cap Price.

4. The forward sale contract is between an unaffiliated third party buyer and the LLC. The LLC is the record holder of the Pledged Shares.

	/s/ Brittany A. Uthoff as Attorney-in-Fact for Robert R. Bennett	09/01/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Bennett Robert R Form 4Liberty Media / ROBERT R BENNETT ownership change