Summary
Liberty Media Corporation (FWONK) filed an 8-K on January 30, 2023, to report the imposition of a temporary "blackout" period for its executive officers and directors, as required by Section 306(a) of the Sarbanes-Oxley Act (SOX) and Regulation BTR. This blackout period is directly linked to changes in the Liberty Media 401(k) Savings Plan. Specifically, the company is removing Series C Liberty Braves common stock (BATRK), Series C Liberty Formula One common stock (FWONK), and Series C Liberty SiriusXM common stock (LSXMK) as investment options and will liquidate the holdings of these shares within the plan.
Key Highlights
- 1Imposition of a SOX "blackout" period on certain Liberty Media equity securities (BATRK, FWONK, LSXMK) for executive officers and directors, effective March 6, 2023, 4:00 p.m. ET, through approximately March 13, 2023.
- 2The blackout is necessitated by the removal of Series C Liberty Braves (BATRK), Formula One (FWONK), and SiriusXM (LSXMK) common stock as investment options from the Liberty Media 401(k) Savings Plan.
- 3All plan participants and related persons are prohibited from trading these specific Liberty Media securities during the blackout period, subject to certain exemptions.
- 4The company is also liquidating BATRK, FWONK, and LSXMK shares held within the 401(k) plan.
- 5Notice of the blackout period was provided to the relevant individuals on January 30, 2023, the same day the company received notice of the required 401(k) plan blackouts under ERISA.
- 6Investors holding FWONK, BATRK, or LSXMK in their personal accounts are not directly impacted by this blackout period, which affects only covered persons' ability to trade these securities.
Frequently Asked Questions
The SOX blackout period is being implemented because Liberty Media is removing Series C Liberty Braves common stock (BATRK), Series C Liberty Formula One common stock (FWONK), and Series C Liberty SiriusXM common stock (LSXMK) as investment options from its 401(k) Savings Plan and liquidating the existing holdings of these shares within the plan. This requires a temporary restriction on trading by insiders to comply with regulations.
The blackout period affects Series C Liberty Braves common stock (BATRK), Series C Liberty Formula One common stock (FWONK), and Series C Liberty SiriusXM common stock (LSXMK). These are the specific securities that executive officers and directors are prohibited from trading.
No, this blackout period specifically applies to executive officers, directors, and their immediate family members residing with them who hold these securities or related derivatives. It does not restrict the trading activities of general public investors who hold FWONK or the other specified securities in their personal brokerage accounts.
The SOX blackout period begins on March 6, 2023, at 4:00 p.m. Eastern Time and is expected to end on or about March 13, 2023. The company will provide further updates if the end date or time changes.