Liberty Global Ltd.

11/15/2024 | Press release | Distributed by Public on 11/15/2024 15:39

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Rodriguez Enrique
2. Issuer Name and Ticker or Trading Symbol
Liberty Global Ltd. [LBTY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, Chief Technology Officer
(Last) (First) (Middle)
1550 WEWATTA STREET, STE 1000
3. Date of Earliest Transaction (Month/Day/Year)
11/13/2024
(Street)
DENVER, CO 80202
4. If Amendment, Date 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
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Share Units A (1) 11/13/2024 J(2) 18,277 (3) (3) Class A Common Shares 18,277 $ 0 18,277 D
Restricted Share Units C (1) 11/13/2024 J(2) 18,105 (3) (3) Class C Common Shares 18,105 $ 0 18,105 D
Share Appreciation Rights A $16.73 11/13/2024 J(2) 124,324 (4) 08/01/2028 Class A Common Shares 124,324 $ 0 124,324 D
Share Appreciation Rights A $15 11/13/2024 J(2) 201,032 (4) 03/07/2029 Class A Common Shares 201,032 $ 0 201,032 D
Share Appreciation Rights A $14.38 11/13/2024 J(2) 136,880 (4) 04/01/2029 Class A Common Shares 136,880 $ 0 136,880 D
Share Appreciation Rights A $9.27 11/13/2024 J(2) 256,037 (4) 04/01/2030 Class A Common Shares 256,037 $ 0 256,037 D
Share Appreciation Rights A $14.89 11/13/2024 J(2) 553,638 (4) 04/13/2031 Class A Common Shares 553,638 $ 0 553,638 D
Share Appreciation Rights A $10.7 11/13/2024 J(2) 211,766 (5) 03/24/2033 Class A Common Shares 211,766 $ 0 211,766 D
Share Appreciation Rights A $9.66 11/13/2024 J(2) 332,753 (6) 03/25/2034 Class A Common Shares 332,753 $ 0 332,753 D
Share Appreciation Rights C $16.21 11/13/2024 J(2) 246,309 (4) 08/01/2028 Class C Common Shares 246,309 $ 0 246,309 D
Share Appreciation Rights C $14.7 11/13/2024 J(2) 398,281 (4) 03/07/2029 Class C Common Shares 398,281 $ 0 398,281 D
Share Appreciation Rights C $14.08 11/13/2024 J(2) 271,185 (4) 04/01/2029 Class C Common Shares 271,185 $ 0 271,185 D
Share Appreciation Rights C $8.82 11/13/2024 J(2) 507,255 (4) 04/01/2030 Class C Common Shares 507,255 $ 0 507,255 D
Share Appreciation Rights C $14.97 11/13/2024 J(2) 1,096,856 (4) 04/13/2031 Class C Common Shares 1,096,856 $ 0 1,096,856 D
Share Appreciation Rights C $11.3 11/13/2024 J(2) 419,547 (5) 03/24/2033 Class C Common Shares 419,547 $ 0 419,547 D
Share Appreciation Rights C $10.2 11/13/2024 J(2) 329,622 (6) 03/25/2034 Class C Common Shares 329,622 $ 0 329,622 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rodriguez Enrique
1550 WEWATTA STREET, STE 1000
DENVER, CO 80202
EVP, Chief Technology Officer

Signatures

/s/ Cory Smith, Attorney-in-Fact 11/15/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Each Restricted Share Unit (RSU) represents a right to receive one share of Issuer's Class A common shares or Class C common shares, as the case may be.
(2) The disclosures herein reflect adjustments to equity awards previously granted. No new awards were made. The Issuer effected a spin-off of Sunrise Communications AG (the Spin-Off) on November 8, 2024. In the ordinary course of business and under the terms of the Issuer's equity incentive plans, equity awards held by the Issuer's employees and directors have been adjusted to reflect the distribution made in the Spin-Off. As a result of these adjustments, the number of the Issuer's Class A common shares and Class C common shares, as applicable, underlying the outstanding share options, share appreciation rights (SARs) and certain restricted share units (RSUs) and the exercise prices of the share options and SARs, in each case, reported herein were adjusted to preserve the intrinsic value of such securities pre- and post-Spin-Off.
(3) Based on the Reporting Person's receipt of shares as part of the 2023 Annual Performance Award previously reported (Bonus Shares), the Reporting Person also received RSUs equal to 12.5% of such shares received pursuant to the shareholding incentive program of the 2023 Annual Performance Award program. These RSUs will vest in full on March 1, 2025, provided that the Reporting Person does not sell, transfer or otherwise dispose of the Bonus Shares through such date.
(4) The SARs are immediately exercisable.
(5) The SARs vest in three equal annual installments commencing on May 1, 2024.
(6) The SARs vest in three equal annual installments commencing on May 1, 2025.

Remarks:
The trading symbols for the Issuer's classes of common shares are LBTYA, LBTYB, and LBTYK.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.