Form 4 - Statement of changes in beneficial ownership of securities
11 Février 2025 - 2:35AM
Edgar (US Regulatory)
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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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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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). |
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
| 190 CARONDELET PLAZA, SUITE 1300 |
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(Street)
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2. Issuer Name and Ticker or Trading Symbol
Liberty Global Ltd.
[ LBTYA ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year)
12/27/2024
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
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| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
| Class C common shares, $0.01 nominal value per share |
12/27/2024 |
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S |
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57,000 |
D |
$12.9417
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0 |
I |
See Footnote
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| Class C common shares, $0.01 nominal value per share |
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23,050
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D |
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| Class C common shares, $0.01 nominal value per share |
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10,677
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D |
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| Class C common shares, $0.01 nominal value per share |
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16,153
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D |
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of Responses: |
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See Exhibit 99.2 |
02/10/2025 |
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** 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. |
| (1) |
Nicholas V. Tompras serves as Chief Executive Officer of ACR Opportunity, L.P. (“ACROPP”). ACROPP, ACR Opportunity Fund (“ACROX”), ACR Equity
International Fund (“ACREX”), and certain managed accounts held individually and jointly by Nicholas V. Tompras and Jennifer O. Tompras (the “Managed Accounts”) each hold securities of the Issuer.
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Alpine Partners Management, LLC (“APM”) is the general partner of ACROPP. ACR Alpine Capital Research, LLC (“ACR”) serves as the investment manager of ACROPP, ACROX, ACREX, and the Managed Accounts.
ACR Alpine Capital Research, LP (“ACRLP”) is the sole member of ACR. ACR Alpine Capital GP, LLC (“ACRGP”) is the general partner of ACRLP. Alpine Investment Management, LLC (“AIM”) is the sole member of ACRGP. Alpine Holdings Corporation (“AHC”) is the
sole member of AIM. Nicholas V. Tompras Living Trust 9/23/03, as amended (the “Living Trust”) holds all of the voting capital stock of AHC. Mr. and Mrs. Tompras are each a trustee of the Living Trust.
APM, ACR, ACRLP, ACRGP, AIM, AHC, the Living Trust, and Mr. and Mrs. Tompras each disclaims beneficial ownership of all Class A common stock owned of record by ACROPP, ACROX, and ACREX, except to the
extent of any pecuniary interest therein, and the filing of this Form 3 shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities
Exchange Act of 1934, as amended, or for any other purpose.
The address of the principal office of each reporting person is 190 Carondelet Plaza, Suite 1300, St. Louis, Missouri 63105.
This Statement on Form 4 is filed by: (i) ACR Opportunity, L.P.; (ii) Alpine Partners Management, LLC; (iii) ACR Opportunity Fund; (iv) ACR Equity International Fund; (v) ACR Alpine Capital Research, LLC;
(vi) ACR Alpine Capital Research, LP; (vii) ACR Alpine Capital GP, LLC; (viii) Alpine Investment Management, LLC; (ix) Alpine Holdings Corporation; (x) Nicholas V. Tompras Living Trust 9/23/03, as amended; (xi) Nicholas V. Tompras; and (xii) Jennifer
O. Tompras.
Name of Designated Filer: ACR Alpine Capital Research, LLC
Date of Event Requiring Statement: December 27, 2024
Issuer Name and Ticker or Trading Symbol: Liberty Global Ltd. [LBTYA]
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ACR OPPORTUNITY, L.P.
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By:
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Alpine Partners Management, LLC
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its general partner
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By:
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/s/ Nicholas V. Tompras
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Name:
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Nicholas V. Tompras
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Title:
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Chief Executive Officer
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ALPINE PARTNERS MANAGEMENT, LLC
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By:
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/s/ Nicholas V. Tompras
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Name:
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Nicholas V. Tompras
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Title:
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Chief Executive Officer
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ACR OPPORTUNITY FUND
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By:
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ACR Alpine Capital Research, LLC
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its investment manager
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By:
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/s/ Nicholas V. Tompras
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Name:
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Nicholas V. Tompras
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Title:
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Chief Executive Officer
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ACR EQUITY INTERNATIONAL FUND
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By:
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ACR Alpine Capital Research, LLC
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its investment manager
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By
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/s/ Nicholas V. Tompras
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Name:
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Nicholas V. Tompras
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Title:
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Chief Executive Officer
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ACR ALPINE CAPITAL RESEARCH, LLC
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By:
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/s/ Nicholas V. Tompras
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Name:
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Nicholas V. Tompras
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Title:
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Chief Executive Officer
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ACR ALPINE CAPITAL RESEARCH, LP
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By:
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/s/ Nicholas V. Tompras
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Name:
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Nicholas V. Tompras
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Title:
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Chief Executive Officer
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ACR ALPINE CAPITAL GP, LLC
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By:
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/s/ Nicholas V. Tompras
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Name:
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Nicholas V. Tompras
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Title:
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President
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ALPINE INVESTMENT MANAGEMENT, LLC
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By:
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/s/ Nicholas V. Tompras
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Name:
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Nicholas V. Tompras
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Title:
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President
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ALPINE HOLDINGS CORPORATION
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By:
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/s/ Nicholas V. Tompras
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Name:
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Nicholas V. Tompras
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Title:
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President
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NICHOLAS V. TOMPRAS LIVING TRUST 9/23/03 AS AMENDED
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By:
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/s/ Nicholas V. Tompras
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Name:
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Nicholas V. Tompras
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Title:
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Trustee
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NICHOLAS V. TOMPRAS
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/s/ Nicholas V. Tompras
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JENNIFER O. TOMPRAS
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/s/ Jennifer O. Tompras
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| (1) |
Nicholas V. Tompras serves as Chief Executive Officer of ACR Opportunity, L.P. (“ACROPP”). ACROPP, ACR Opportunity Fund (“ACROX”), ACR Equity
International Fund (“ACREX”), and certain managed accounts held individually and jointly by Nicholas V. Tompras and Jennifer O. Tompras (the “Managed Accounts”) each hold securities of the Issuer.
|
Alpine Partners Management, LLC (“APM”) is the general partner of ACROPP. ACR Alpine Capital Research, LLC (“ACR”) serves as the investment manager of ACROPP, ACROX, ACREX, and the Managed Accounts.
ACR Alpine Capital Research, LP (“ACRLP”) is the sole member of ACR. ACR Alpine Capital GP, LLC (“ACRGP”) is the general partner of ACRLP. Alpine Investment Management, LLC (“AIM”) is the sole member of ACRGP. Alpine Holdings Corporation (“AHC”) is the
sole member of AIM. Nicholas V. Tompras Living Trust 9/23/03, as amended (the “Living Trust”) holds all of the voting capital stock of AHC. Mr. and Mrs. Tompras are each a trustee of the Living Trust.
APM, ACR, ACRLP, ACRGP, AIM, AHC, the Living Trust, and Mr. and Mrs. Tompras each disclaims beneficial ownership of all Class A common stock owned of record by ACROPP, ACROX, and ACREX, except to the
extent of any pecuniary interest therein, and the filing of this Form 3 shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities
Exchange Act of 1934, as amended, or for any other purpose.
The address of the principal office of each reporting person is 190 Carondelet Plaza, Suite 1300, St. Louis, Missouri 63105.
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