8-KOther Events

Liberty Media Corp 8-K Report, Temporary Suspension of Trading Under Employee Benefit Plans (Mar 11, 2016)

Filed March 11, 2016For Securities:FWONKFWONAFWONB

Summary

Liberty Media Corporation (FWONK) filed an 8-K on March 11, 2016, to announce a temporary trading suspension, commonly known as a "blackout period," affecting its executive officers and directors. This suspension is directly linked to an anticipated reclassification and exchange of the company's existing common stock into three new tracking stocks: Liberty Media, Liberty Braves, and Liberty SiriusXM. These new stocks are designed to reflect the performance of distinct business segments. The blackout period is set to begin on April 13, 2016, and conclude around April 20, 2016. During this time, covered individuals and their immediate family members are prohibited from trading any equity securities of Liberty Media, including its common stock and options. The primary reason for the blackout is to comply with Sarbanes-Oxley Act (SOX) regulations, which mandate such restrictions during periods when employee benefit plans, like the Liberty Media 401(k) Savings Plan, are subject to trading limitations due to corporate actions.

Key Highlights

  • 1Liberty Media Corporation is implementing a SOX blackout period for its executive officers and directors, effective April 13, 2016, through approximately April 20, 2016.
  • 2The blackout is necessitated by a planned reclassification and exchange of existing common stock into three new tracking stocks: Liberty Media, Liberty Braves, and Liberty SiriusXM.
  • 3This corporate action aims to provide investors with distinct exposures to the company's Media Group, Braves Group, and SiriusXM Group.
  • 4During the blackout period, covered individuals are restricted from trading Liberty Media's equity securities, including common stock (Series A, B, C) and stock options.
  • 5Transactions made pursuant to a properly adopted Rule 10b5-1 trading plan are exempt from these restrictions.
  • 6The company notified relevant parties of the blackout on March 11, 2016, the same day it received notice regarding its 401(k) Savings Plan's blackout period.
  • 7Investor questions regarding the blackout can be directed to the Legal Department at 720-875-5400.

Frequently Asked Questions

A SOX blackout period is a restriction on trading company securities imposed on certain individuals (typically executives and directors) due to an "blackout" period affecting an employer-sponsored retirement plan, such as a 401(k). Liberty Media is implementing this blackout to comply with Section 306(a) of the Sarbanes-Oxley Act of 2002, which prohibits trading during such plan blackouts. This specific blackout is related to an upcoming reclassification and exchange of the company's stock into new tracking stocks.

The trading suspension, or SOX blackout period, affects Liberty Media's executive officers and directors, as well as their immediate family members who share their residence. They are prohibited from directly or indirectly buying, selling, transferring, or acquiring any equity securities of Liberty Media during this period.

The creation of these new tracking stocks is intended to allow investors to invest in and track the separate economic performance of distinct business units within Liberty Media: the Media Group, the Braves Group, and the SiriusXM Group. This structure aims to provide more clarity and targeted investment opportunities.

Yes, there are limited exceptions. Notably, transactions executed pursuant to a properly adopted Rule 10b5-1 trading plan are exempt from the SOX blackout trading restrictions. Other standard restrictions under the company's insider trading policy also remain in effect.