Liberty Media Corp
6.90%
1,772,648
1560385
531229748
May 1, 2025
May 6, 2025, 06:44 PM
Reporting Persons (9)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| ValueAct Holdings II, L.P. | Partnership | 6.90% | 1,772,648 | 0 | 1,772,648 |
| ValueAct Holdings GP, LLC | Other | 6.90% | 1,772,648 | 0 | 1,772,648 |
| ValueAct Capital Management, L.P. | Partnership | 6.90% | 1,772,648 | 0 | 1,772,648 |
| ValueAct Capital Management, LLC | Other | 6.90% | 1,772,648 | 0 | 1,772,648 |
| ValueAct Holdings, L.P. | Partnership | 6.90% | 1,772,648 | 0 | 1,772,648 |
| VA Partners I, LLC | Other | 6.50% | 1,658,648 | 0 | 1,658,648 |
| ValueAct Capital Master Fund, L.P. | Partnership | 6.50% | 1,658,648 | 0 | 1,658,648 |
| ValueAct Strategic Global Master Fund, L.P. | Partnership | 0.40% | 114,000 | 0 | 114,000 |
| VA Partners Strategic Global, LLC | Other | 0.40% | 114,000 | 0 | 114,000 |
Disclosure Items (5)
Series A Liberty Live Common Stock
Liberty Media Corp
12300 LIBERTY BOULEVARD, ENGLEWOOD, CO, 80112
This statement is filed jointly by (a) ValueAct Capital Master Fund, LP. ("ValueAct Master Fund"), (b) VA Partners I, LLC ("VA Partners I"), (c) ValueAct Capital Management, LP. ("ValueAct Management LP."), (d) ValueAct Capital Management, LLC ("ValueAct Management LLC"), (e) ValueAct Holdings, LP. ("ValueAct Holdings"), (f) ValueAct Holdings II, LP. ("ValueAct Holdings II"), (g) ValueAct Holdings GP, LLC ("ValueAct Holdings GP"), (h) ValueAct Strategic Global Master Fund, LP. ("ValueAct Strategic Global") and (i) VA Partners Strategic Global, LLC ("VA Partners Strategic Global") ( collectively, the "Reporting Persons").
The address of the principal business and principal office of each of the Reporting Persons is One Letterman Drive, Building D, Fourth Floor, San Francisco, CA 94129.
ValueAct Master Fund is a limited partnership organized under the laws of the British Virgin Islands. VA Partners I is a Delaware limited liability company, the principal business of which is to serve as the General Partner to ValueAct Master Fund. ValueAct Management LP. is a Delaware limited partnership which renders management services to ValueAct Master Fund and ValueAct Strategic Global. ValueAct Management LLC is a Delaware limited liability company, the principal business of which is to serve as the General Partner to ValueAct Management LP. ValueAct Holdings is a Delaware limited partnership and is the majority owner of the membership interests of VA Partners I. ValueAct Holdings II is the sole owner of the limited partnership interests of ValueAct Management LP. and the membership interests of ValueAct Management LLC. ValueAct Holdings GP is a Delaware limited liability company, the principal business of which is to serve as the General Partner to ValueAct Holdings and ValueAct Holdings II. ValueAct Strategic Global is a limited partnership organized under the laws of the British Virgin Islands. VA Partners Strategic Global is a Delaware limited liability company, the principal business of which is to serve as the General Partner to ValueAct Strategic Global.
None of the entities or persons identified in this Item 2 has during the past five years been a party to a civil proceeding of a judicial or administrative body of competent judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
The response to Item 2(c) is incorporated herein by reference.
The source of funds used for the purchase of the Issuer's securities was the working capital of ValueAct Master Fund and ValueAct Strategic Global. The aggregate purchase price of the Common Stock beneficially owned by ValueAct Master Fund is approximately $87,893,736.18 and the aggregate purchase price of the Common Stock beneficially owned by ValueAct Strategic Global is approximately $8,390,468.60.
Set forth below is the beneficial ownership of shares of Common Stock of the Issuer for each person named in Item 2. Shares reported as beneficially owned by ValueAct Master Fund or ValueAct Strategic Global are also reported as beneficially owned by (i) ValueAct Management LP. as the manager of each such investment partnership, (ii) ValueAct Management LLC, as General Partner of ValueAct Management L.P., (iii) ValueAct Holdings, as the majority owner of the membership interests of VA Partners I and VA Partners Strategic Global, (iv) ValueAct Holdings II, as the sole owner of the limited partnership interests of ValueAct Management LP. and the membership interests of ValueAct Management LLC, and (v) ValueAct Holdings GP, as General Partner of ValueAct Holdings and ValueAct Holdings II. Shares reported as beneficially owned by ValueAct Master Fund are also reported as beneficially owned by VA Partners I, as General Partner of ValueAct Master Fund. Shares reported as beneficially owned by ValueAct Strategic Global are also reported as beneficially owned by VA Partners Strategic Global, as General Partner of ValueAct Strategic Global. VA Partners I, VA Partners Strategic Global, ValueAct Management LP., ValueAct Management LLC, ValueAct Holdings, ValueAct Holdings II, and ValueAct Holdings GP also, directly or indirectly, may own interests in one or more than one of the partnerships from time to time. Unless otherwise indicated below, by reason of such relationship ValueAct Master Fund and ValueAct Strategic Global are reported as having shared power to vote or to direct the vote, and shared power to dispose or direct the disposition of, such shares of Common Stock, with VA Partners I (only with respect to ValueAct Master Fund), VA Partners Strategic Global (only with respect to ValueAct Strategic Global), ValueAct Management LP., ValueAct Management LLC, ValueAct Holdings, ValueAct Holdings II, and ValueAct Holdings GP. As of the date hereof, the Reporting Persons may be deemed to be the beneficial owner of 1,772,648 shares of Common Stock, representing approximately 6.9% of the Issuer's outstanding Common Stock. All percentages set forth in this Schedule 13D are based upon the Issuer's reported 25,568,345 shares outstanding shares of Common Stock as of January 31, 2025 as reported in the Issuer's Form 10-K for the fiscal period ended December 31, 2024. As of the date hereof, ValueAct Master Fund also holds 3,903,888 shares of Series C Liberty Live Common Stock. As of the date hereof, ValueAct Strategic Global also holds 88,000 shares of Series C Liberty Live Common Stock.
The response to Item 5(a) is incorporated herein by reference.
Information concerning transactions in the Common Stock of the Issuer effected by the Reporting Persons during the past sixty days is set forth in Exhibit 1 attached hereto and is incorporated herein by reference.
Not applicable.
Not applicable.
Exhibit 1: Transactions in Securities of the Issuer Exhibit 2: Joint Filing Undertaking Exhibit 3: Power of Attorney