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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 | ||||||||
Total Return Swap (contingent obligation to buy) | $ 14 | 02/17/2006 | J(2) | 1 (2) | 03/02/2007(2) | 03/02/2007(2) | Common Stock | 430,000 | (2) | 1 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LIBERTY MEDIA CORP /DE/ 12300 LIBERTY BLVD. ENGLEWOOD, CO 80112 |
X |
By: /s/ Charles Y. Tanabe, Senior Vice President | 02/21/2006 | |
**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) | As previously reported, 8,218,968 of the securities beneficially owned by the Reporting Person are shares owned by QK Holdings, Inc., an indirect subsidiary of the Reporting Person. |
(2) | On February 17, 2006, the Reporting Person and a financial institution ("Bank") entered into a total return swap ("Swap") with respect to 430,000 shares of the Issuer's Common Stock. Under the Swap, the Bank has agreed to pay the Reporting Person any appreciation in the shares above $14.00 per share as well as all distributions made in respect of the shares covered by the Swap and the Reporting Person has agreed to pay the Bank a periodic LIBOR-based fee plus any depreciation in the shares below $14.00 per share. The Swap will terminate automatically on March 2, 2007 or earlier after six months from February 17, 2006 if certain conditions outside the control of the Reporting Person are satisfied. Upon an early termination of the Swap, the Bank will deliver 430,000 shares of the Issuer's Common Stock to the Reporting Person and the Reporting Person will pay a price of $14.00 per share. |