Form 4: Liberty Global Director Adjusts Share Options Following Sunrise Communications Spin-Off

A Liberty Global director, Marisa D. Drew, adjusted her share options to reflect the spin-off of Sunrise Communications AG, maintaining the intrinsic value of her equity awards.

Summary

• Marisa D. Drew, a director at Liberty Global Ltd., has adjusted her share options following the spin-off of Sunrise Communications AG.
• The adjustments were made to preserve the intrinsic value of her equity awards preand post-spin-off.
• No new awards were granted, but the number of underlying shares and exercise prices of existing share options were modified.
• The adjustments affect various share options for both Class A and Class C common shares.
• The share options vest in three equal annual installments, commencing on the date of the Issuer's annual general meeting of shareholders in 2023, 2024 and 2025 respectively.

Sentiment

Score: 7

Explanation: The document reflects a routine adjustment following a corporate action, which is neutral to slightly positive as it maintains the value of equity awards. There is no indication of any negative impact.

Positives

• The adjustments ensure that the director's equity awards retain their original value despite the spin-off.
• The adjustments are in line with the terms of the company's equity incentive plans.

Management Comments

• The disclosures herein reflect adjustments to equity awards previously granted. No new awards were made.
• In the ordinary course of business and under the terms of the Issuer's equity incentive plans, equity awards held by the Issuer's employees and directors have been adjusted to reflect the distribution made in the Spin-Off.
• As a result of these adjustments, the number of the Issuer's Class A common shares and Class C common shares, as applicable, underlying the outstanding share options, share appreciation rights (SARs) and certain restricted share units (RSUs) and the exercise prices of the share options and SARs, in each case, reported herein were adjusted to preserve the intrinsic value of such securities preand post-Spin-Off.

Industry Context

Spin-offs are a common corporate action, and adjustments to equity awards are standard practice to ensure fairness to employees and directors.

Comparison to Industry Standards

• Adjusting equity awards following a spin-off is a standard practice across the industry to maintain the value of employee and director compensation.
• Companies like Vmware after its spin-off from Dell Technologies also adjusted equity awards to reflect the new company structure.
• Similar adjustments were made by companies like DowDuPont after their split into three separate entities.

Stakeholder Impact

• The adjustments ensure that the director's equity compensation remains fair and consistent with the company's equity incentive plans.
• The adjustments do not have a material impact on shareholders.

Key Dates

Keywords

share options, equity awards, spin-off, Liberty Global, Sunrise Communications, director, Marisa D. Drew, LBTY, LBTYA, LBTYB, LBTYK