8-KOther Events

Liberty Media Corp 8-K Report, Temporary Suspension of Trading Under Employee Benefit Plans (Jun 26, 2014)

Filed June 26, 2014For Securities:FWONKFWONAFWONB

Summary

Liberty Media Corporation (FWONK) filed an 8-K on June 26, 2014, to report the imposition of a temporary trading suspension, commonly known as a "blackout" period, for its executive officers and directors. This suspension is necessitated by a planned distribution of Series C common stock as a dividend on Series A and Series B common stock held within the company's 401(k) Savings Plan. The blackout period, effective from July 18, 2014, through approximately July 28, 2014, restricts "Covered Persons" and their immediate family members from trading any equity securities of Liberty Media, including common stock and options. This measure is implemented in compliance with Section 306(a) of the Sarbanes-Oxley Act of 2002 (SOX) and its related SEC regulations, aiming to prevent insider trading during a period of significant corporate action involving employee benefit plans and stock distributions.

Key Highlights

  • 1Liberty Media Corporation is imposing a SOX "blackout" period on its executive officers and directors.
  • 2The blackout period is scheduled to begin on July 18, 2014, at 4:00 p.m. EDT and end on or about July 28, 2014.
  • 3The reason for the blackout is a planned distribution of Series C common stock dividend on Series A and Series B common stock held in the Liberty Media 401(k) Savings Plan.
  • 4During the blackout, "Covered Persons" and their resident immediate family members are prohibited from trading Liberty Media's equity securities, including common stock and options.
  • 5This trading restriction complies with Section 306(a) of the Sarbanes-Oxley Act of 2002 and SEC regulations.
  • 6The company provided notice of the plan blackout on June 20, 2014, and the SOX blackout notice to covered persons before the required deadline.
  • 7Limited exclusions and exemptions to the trading prohibition may apply.

Frequently Asked Questions

A SOX blackout period is a temporary suspension of trading in a company's employee benefit plans that is imposed in connection with certain corporate actions, such as stock dividends or exchanges. It is mandated by Section 306(a) of the Sarbanes-Oxley Act of 2002 to prevent insider trading during periods when plan participants may not have timely information about the company's financial status.

Liberty Media is imposing a blackout period because of an upcoming distribution of Series C common stock as a dividend on its Series A and Series B common stock. This dividend is being distributed to shares held within the Liberty Media 401(k) Savings Plan. The blackout is necessary to comply with regulations related to such corporate actions and employee benefit plans.

The blackout period affects "Covered Persons," which include Liberty Media's executive officers and directors. It also extends to their immediate family members who share their residence. These individuals are prohibited from buying, selling, transferring, acquiring, or disposing of any equity securities of Liberty Media during the specified period.

The blackout period is scheduled to begin on Friday, July 18, 2014, at 4:00 p.m. Eastern Daylight Time (EDT) and is expected to end on or about Monday, July 28, 2014. Liberty Media will notify affected individuals if the end date changes.