Liberty Live Holdings, Inc.
97.40%
2,465,003
2078416
530909209
Dec 14, 2025
Dec 17, 2025, 09:00 PM
Reporting Persons (1)
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| John C. Malone | Individual | 97.40% | 2,465,003 | 2,436,670 | 28,333 |
Disclosure Items (6)
Series B Liberty Live Group Common Stock, par value $0.01 per share
Liberty Live Holdings, Inc.
12300 Liberty Boulevard, Englewood, CO, 80112
John C. Malone
12300 Liberty Blvd. Englewood, Colorado 80112
Chairman of the Board of Directors of Liberty Media Corporation 12300 Liberty Blvd. Englewood, Colorado 80112
Not applicable
USA
The shares of Series B Liberty Live Group Common Stock reported herein were acquired by John C. Malone ("Mr. Malone" or the "Reporting Person") pursuant to the split-off (the "Split-Off") of the Issuer from Liberty Media Corporation ("Liberty Media"), which was completed on December 15, 2025 (the "Split-Off Date"). The Split-Off was effected through a redemption and exchange, in which, among other things, each holder of a share of Liberty Media's Series B Liberty Live common stock, par value $0.01 per share, received one share of the Issuer's Series B Liberty Live Group Common Stock. As a result, immediately following the Split-Off, Mr. Malone beneficially owned 2,465,003 shares of Series B Liberty Live Group Common Stock. For further information on the Split-Off, see the Registration Statement on Form S-4 filed by the Issuer with the Securities and Exchange Commission, file no. 333-288960.
The Reporting Person beneficially owns 2,465,003 shares of Series B Liberty Live Group Common Stock (including (i) 73,988 shares held in a revocable trust with respect to which Mr. Malone and his wife are trustees (the "LM Revocable Trust"), as to which shares Mr. Malone disclaims beneficial ownership, (ii) 100,137 shares held by a trust (the "CRT") with respect to which Mr. Malone is the sole trustee and, with his wife, retains a unitrust interest in the CRT, (iii) 28,333 shares held by two trusts (the "Trusts") 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, as to which shares Mr. Malone has no pecuniary interest and disclaims beneficial ownership, and (iv) 2,262,545 shares held in a revocable trust (the "JM Revocable Trust") with respect to which Mr. Malone is trustee), which represent approximately 97.4% of the outstanding shares of Series B Liberty Live Group Common Stock. The foregoing percentage was calculated based on the 2,530,951 shares of Series B Liberty Live Group Common Stock outstanding as of December 15, 2025, as provided by the Issuer to the Reporting Person. Furthermore, 25,573,685 shares of Series A Liberty Live Group Common Stock, par value $0.01 per share ("Series A Liberty Live Group Common Stock"), were outstanding as of December 15, 2025, as provided by the Issuer to the Reporting Person. After giving effect to the shares of the Series A Liberty Live Group Common Stock owned by the Reporting Person, Mr. Malone may be deemed to beneficially own voting equity securities representing approximately 48.9% of the voting power with respect to the general election of directors of the Issuer.
The Reporting Person, and, to his knowledge, the LM Revocable Trust, the CRT and the JM Revocable Trust, each have the sole power to vote and to dispose of, or to direct the voting or disposition of, their respective shares of Series B Liberty Live Group Common Stock. To the Reporting Person'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 Series B Liberty Live Group 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.
Other than as described in this Statement, none of the Reporting Person nor, to his knowledge, the LM Revocable Trust, the CRT, the JM Revocable Trust or the Trusts, have effected any transactions with respect to the Series B Liberty Live Group Common Stock since the Split-Off Date.
Not applicable
Not applicable
On October 8, 2025, the JM Revocable Trust entered into a Stock Exchange Agreement (the "Malone-Bennett Exchange Agreement") with Hilltop Investments I, LLC, Hilltop Investments III, LLC and an irrevocable trust, each of which is affiliated with Robert R. Bennett (the "Bennett Entities"), pursuant to which the parties agreed to exchange 197,481 shares of Series C Liberty Live Group Common Stock, par value $0.01 per share, owned by the JM Revocable Trust for 197,481 shares of Series A Liberty Live Group Common Stock owned by the Bennett Entities (the "Exchange"). The Exchange was subject to the consummation of the Split-Off and remains subject to additional closing conditions set forth in the Malone-Bennett Exchange Agreement. At the consummation of the Exchange upon the satisfaction or waiver (to the extent permissible) of the remaining closing conditions, the Reporting Person would become, on a pro forma basis, the beneficial owner of 448,973 shares of Series A Liberty Live Group Common Stock, representing approximately 1.8% of the outstanding shares of Series A Liberty Live Group Common Stock. Giving effect to the conversion of the 2,465,003 shares of Series B Liberty Live Group Common Stock beneficially owned by the Reporting Person, the Reporting Person would be the beneficial owner of 2,913,976 shares of Series A Liberty Live Group Common Stock, representing approximately 10.4% of the outstanding shares of Series A Liberty Live Group Common Stock. After giving effect to the shares of the Series B Liberty Live Group Common Stock beneficially owned by the Reporting Person, Mr. Malone would be the beneficial owner of voting equity securities representing approximately 49.3% of the voting power with respect to the general election of directors of the Issuer. The foregoing percentages were calculated, as applicable, based on the 25,573,685 shares of Series A Liberty Live Group Common Stock and 2,530,951 shares of Series B Liberty Live Group Common Stock outstanding as of December 15, 2025, each as provided by the Issuer to the Reporting Person.