Atlanta Braves Holdings, Inc.
2.20%
221,889
1958140
047726104
Jan 26, 2025
Jan 29, 2025, 08:41 PM
Reporting Persons (1)
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| John C. Malone | Individual | 2.20% | 221,889 | 221,889 | 0 |
Disclosure Items (4)
Series A Common Stock
Atlanta Braves Holdings, Inc.
755 Battery Avenue SE, Atlanta, GA, 30339
The information contained in Item 3 of the Schedule 13D is hereby amended to add the following information after the last paragraph: On December 31, 2024, Mr. Malone entered into a stock exchange agreement pursuant to which he exchanged 73,334 shares of the Issuer's Series C Common Stock for 69,538 shares of Series A Common Stock. On January 22, 2025, Mr. Malone acquired 15,192 shares of Series A Common Stock in a series of open market transactions at prices ranging from $40.40 per share to $40.80 per share. The volume weighted average purchase price for the transactions was $40.62 per share. On January 23, 2025, Mr. Malone acquired 18,408 shares of Series A Common Stock in a series of open market transactions at prices ranging from $40.63 per share to $41.50 per share. The volume weighted average purchase price for the transactions was $41.10 per share. On January 27, 2025, Mr. Malone acquired 5,094 shares of Series A Common Stock in a series of open market transactions at prices ranging from $41.73 per share to $42.00 per share. The volume weighted average purchase price for the transactions was $41.94 per share. On January 28, 2025, Mr. Malone acquired 17,190 shares of Series A Common Stock in a series of open market transactions at prices ranging from $41.93 per share to $42.00 per share. The volume weighted average purchase price for the transactions was $41.99 per share.
Mr. Malone beneficially owns (without giving effect to the conversion of Series B Common Stock into shares of Series A Common Stock) (i) 221,889 shares of Series A Common Stock, including (A) 10,177 shares held by a revocable trust (the "LM Revocable Trust") with respect to which Mr. Malone and his wife are trustees and as to which shares Mr. Malone disclaims beneficial ownership, (B) 186,712 shares held by the JM Revocable Trust and (C) 25,000 shares held by the Malone Family Land Preservation Foundation, as to which shares Mr. Malone disclaims beneficial ownership, which represent approximately 2.2% of the outstanding shares of Series A Common Stock, and (ii) 945,532 shares of Series B Common Stock, including (A) 47,585 shares held by the LM Revocable Trust, as to which shares Mr. Malone disclaims beneficial ownership, (B) 887,079 shares held by the Malone LLC and (C) 10,868 shares held by two trusts (the "Trusts") over which Mr. Malone has a right of substitution which are managed by an independent trustee (and, in the case of one such Trust, also co-managed by one of Mr. Malone's adult children) and the beneficiaries of which are Mr. Malone's adult children and as to which shares Mr. Malone disclaims beneficial ownership, which represent approximately 96.7% of the outstanding shares of Series B Common Stock. The foregoing percentage interests are calculated based on the 10,318,162 shares of Series A Common Stock and 977,776 shares of Series B Common Stock outstanding as of October 31, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, filed with the Securities and Exchange Commission on November 7, 2024. Accordingly, Mr. Malone may be deemed to beneficially own voting equity securities of the Issuer representing approximately 48.2% of the voting power with respect to a general election of directors of the Issuer. Except for the Malone Voting Agreement, Mr. Malone and, to his knowledge, the LM Revocable Trust, the JM Revocable Trust, the Malone LLC and the Malone Family Land Preservation Foundation, each have the sole power to vote and to dispose of, or to direct the voting or disposition of, their respective shares of Common Stock. The Trusts hold 10,868 shares of Series B Common Stock, as to which shares Mr. Malone has no pecuniary interest and disclaims beneficial ownership. To Mr. Malone's knowledge, the Trusts have the sole power to vote and to dispose of, or to direct the voting or disposition of, the shares of Common Stock held by the Trusts, except that Mr. Malone is permitted under the terms of the Trusts to substitute assets in the Trusts and thereby may acquire any shares held in the Trusts at any time and except for the right of first refusal in favor or Mr. McGuirk set forth in the Malone Voting Agreement. In addition, Mr. Malone together with the Malone Group and Mr. McGuirk may be deemed to constitute a "group" within the meaning of Section 13(d) of the Act on account of the Malone Voting Agreement and the Malone Operating Agreement. Mr. Malone expressly disclaims membership in such a group, and beneficial ownership of shares beneficially owned by Mr. McGuirk.
Mr. Malone beneficially owns (without giving effect to the conversion of Series B Common Stock into shares of Series A Common Stock) (i) 221,889 shares of Series A Common Stock, including (A) 10,177 shares held by a revocable trust (the "LM Revocable Trust") with respect to which Mr. Malone and his wife are trustees and as to which shares Mr. Malone disclaims beneficial ownership, (B) 186,712 shares held by the JM Revocable Trust and (C) 25,000 shares held by the Malone Family Land Preservation Foundation, as to which shares Mr. Malone disclaims beneficial ownership, which represent approximately 2.2% of the outstanding shares of Series A Common Stock, and (ii) 945,532 shares of Series B Common Stock, including (A) 47,585 shares held by the LM Revocable Trust, as to which shares Mr. Malone disclaims beneficial ownership, (B) 887,079 shares held by the Malone LLC and (C) 10,868 shares held by two trusts (the "Trusts") over which Mr. Malone has a right of substitution which are managed by an independent trustee (and, in the case of one such Trust, also co-managed by one of Mr. Malone's adult children) and the beneficiaries of which are Mr. Malone's adult children and as to which shares Mr. Malone disclaims beneficial ownership, which represent approximately 96.7% of the outstanding shares of Series B Common Stock. The foregoing percentage interests are calculated based on the 10,318,162 shares of Series A Common Stock and 977,776 shares of Series B Common Stock outstanding as of October 31, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, filed with the Securities and Exchange Commission on November 7, 2024. Accordingly, Mr. Malone may be deemed to beneficially own voting equity securities of the Issuer representing approximately 48.2% of the voting power with respect to a general election of directors of the Issuer. Except for the Malone Voting Agreement, Mr. Malone and, to his knowledge, the LM Revocable Trust, the JM Revocable Trust, the Malone LLC and the Malone Family Land Preservation Foundation, each have the sole power to vote and to dispose of, or to direct the voting or disposition of, their respective shares of Common Stock. The Trusts hold 10,868 shares of Series B Common Stock, as to which shares Mr. Malone has no pecuniary interest and disclaims beneficial ownership. To Mr. Malone's knowledge, the Trusts have the sole power to vote and to dispose of, or to direct the voting or disposition of, the shares of Common Stock held by the Trusts, except that Mr. Malone is permitted under the terms of the Trusts to substitute assets in the Trusts and thereby may acquire any shares held in the Trusts at any time and except for the right of first refusal in favor or Mr. McGuirk set forth in the Malone Voting Agreement. In addition, Mr. Malone together with the Malone Group and Mr. McGuirk may be deemed to constitute a "group" within the meaning of Section 13(d) of the Act on account of the Malone Voting Agreement and the Malone Operating Agreement. Mr. Malone expressly disclaims membership in such a group, and beneficial ownership of shares beneficially owned by Mr. McGuirk.
On December 31, 2024, Mr. Malone entered into a stock exchange agreement pursuant to which he exchanged 73,334 shares of the Issuer's Series C Common Stock for 69,538 shares of Series A Common Stock. On January 22, 2025, Mr. Malone acquired 15,192 shares of Series A Common Stock in a series of open market transactions at prices ranging from $40.40 per share to $40.80 per share. The volume weighted average purchase price for the transactions was $40.62 per share. On January 23, 2025, Mr. Malone acquired 18,408 shares of Series A Common Stock in a series of open market transactions at prices ranging from $40.63 per share to $41.50 per share. The volume weighted average purchase price for the transactions was $41.10 per share. On January 27, 2025, Mr. Malone acquired 5,094 shares of Series A Common Stock in a series of open market transactions at prices ranging from $41.73 per share to $42.00 per share. The volume weighted average purchase price for the transactions was $41.94 per share. On January 28, 2025, Mr. Malone acquired 17,190 shares of Series A Common Stock in a series of open market transactions at prices ranging from $41.93 per share to $42.00 per share. The volume weighted average purchase price for the transactions was $41.99 per share.
Mr. McGuirk is entitled to receive certain proceeds from the sale of the Malone Shares in accordance with the Malone Operating Agreement.
Not applicable.