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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| 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) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $ 13 | 09/17/2008 | D | 100,000 | (3) | 07/31/2013 | Series A Common Stock | 100,000 | (4) | 0 | D | ||||
| Stock Option (right to buy) | $ 11.84 | 09/17/2008 | D | 100,000 | (3) | 08/06/2014 | Series A Common Stock | 100,000 | (4) | 0 | D | ||||
| Stock Option (right to buy) | (5) | 09/17/2008 | D | 1,667,985 | (3) | 02/28/2011 | Series A or Series B Common Stock (6) | 1,667,985 | (4) | 0 | D | ||||
| Stock Option (right to buy) | $ 22.9 | 09/17/2008 | D | 10,000 | (3) | 05/16/2017 | Series A Common Stock | 10,000 | (4) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BENNETT ROBERT R 12300 LIBERTY BLVD. ENGLEWOOD, CO 80112 |
X | President | ||
| /s/ Robert R. Bennett | 09/18/2008 | |
| **Signature of Reporting Person | Date |
| * | 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) | On September 17, 2008, the Issuer merged (the "Merger") with and into a wholly owned subsidiary of a new public holding company ("New Discovery"), which was a wholly owned subsidiary of the Issuer prior to the Merger. In the Merger, the Reporting Person disposed of each share of the Issuer's Series A common stock and Series B common stock held at the time of the Merger in exchange for 0.50 of a share of the same series of common stock of New Discovery plus 0.50 of a share of Series C common stock of New Discovery. |
| (2) | The number of shares represents equivalent shares based on the fair market value of the shares of the Issuer's Series A common stock held by a unitized stock fund under the Liberty Media Corporation 401(k) Savings Plan based on a report from the Plan Administrator dated August 29, 2008. The Reporting Person has an interest in the unitized fund, which holds shares of the Issuer's Series A common stock and short-term investments. |
| (3) | The option was 100% vested. |
| (4) | In the Merger (and certain related transactions), the Reporting Person disposed of the option in exchange for an option to purchase shares of the same series of New Discovery common stock, an option to purchase shares of the same series of common stock of Ascent Media Corporation and an option to purchase shares of New Discovery Series C common stock, in each case, at exercise prices to be calculated as described in the proxy statement/prospectus (the "Proxy Statement/Prospectus") filed by the Issuer with the SEC on August 6, 2008. |
| (5) | The Reporting Person had the choice of exercising the option for either the Issuer's Series A common stock at an exercise price of $17.54 or the Issuer's Series B common stock at an exercise price of $19.06. |
| (6) | The New Discovery option received in the Merger will be exercisable for shares of New Discovery Series A common stock or New Discovery Series B common stock, at the election of the Reporting Person, at different exercise prices which will be calculated as described in the Proxy Statement/Prospectus. |
| Remarks: The trading symbols for the Issuer's Series A and Series B common stock are, respectively, DISCA and DISCB. | |