Exhibit 4.2

 

	
 
    	

    	
LIBERTY MEDIA CORPORATION
    	
 
    
	
 
    	
[Holder Information]
    	
 
    


 

LIBERTY MEDIA CORPORATION SERIES C LIBERTY SIRIUSXM RIGHTS CERTIFICATE

 

	
SERIES   C LIBERTY SIRIUSXM RIGHTS CERTIFICATE TO SUBSCRIBE FOR SHARES OF SERIES C   LIBERTY SIRIUSXM COMMON STOCK FOR HOLDERS OF RECORD OF LIBERTY MEDIA   CORPORATION SERIES A, SERIES B OR SERIES C LIBERTY SIRIUSXM COMMON STOCK AT   5:00 P.M., NEW YORK CITY TIME, ON MAY 13, 2020.  EXERCISABLE ON OR BEFORE 5:00 P.M., NEW   YORK CITY TIME, ON JUNE 5, 2020, UNLESS EXTENDED BY THE COMPANY.
    


 

As the registered owner of the rights certificate below (the “Rights Certificate”), you are entitled to subscribe for the number of shares of Series C Liberty SiriusXM Common Stock, par value $0.01 per share (the “Series C Liberty SiriusXM Common Stock” or “LSXMK”), of Liberty Media Corporation, a Delaware corporation (the “Company”), shown above and below.  Each whole transferable subscription right (each a “Right”) entitles the holder to subscribe for and purchase one share of Series C Liberty SiriusXM Common Stock (the “Basic Subscription Privilege”) at a subscription price per share equal to $25.47 (the “Subscription Price”), pursuant to a rights offering (the “Rights Offering”).  If any shares of Series C Liberty SiriusXM Common Stock available for purchase in the Rights Offering are not purchased by the Rightsholders pursuant to the exercise of their Basic Subscription Privilege (the “Excess Shares”), any Rightsholder fully exercising its Basic Subscription Privilege hereunder may also subscribe for a number of Excess Shares pursuant to the terms and conditions of the Rights Offering, subject to proration (the “Oversubscription Privilege”) as described in the prospectus relating to the Rights Offering, dated May 14, 2020, forming a part of the Company’s Registration Statement on Form S-3 (the “Prospectus”).

 

If you choose to exercise your Rights, your completed Rights Certificate must be received by 5:00 p.m., New York City time, on June 5, 2020, which is the Expiration Time (unless extended by the Company).  If you choose to sell or transfer your Rights, your completed Rights Certificate must be received by the Subscription Agent by 11:00 A.M., New York City time, on May 29, 2020 (five business days prior to the Expiration Time, as may be adjusted in the event of an extension of the Expiration Time).

 

FOR A MORE COMPLETE DESCRIPTION OF THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING, PLEASE REFER TO THE PROSPECTUS, WHICH IS INCORPORATED HEREIN BY REFERENCE.  COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM THE INFORMATION AGENT, BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., AT 1-888-789-8415.

 

EXERCISABLE ON OR BEFORE 5:00 P.M., NEW YORK CITY TIME, ON JUNE 5, 2020 UNLESS EXTENDED BY THE COMPANY (THE “EXPIRATION TIME”)

 

(Complete appropriate section on subsequent pages of this form.)

 











 

The Company is conducting a Rights Offering, which entitles holders of the Company’s Series A Liberty SiriusXM Common Stock, par value $0.01 per share (“Series A Liberty SiriusXM Common Stock”), Series B Liberty SiriusXM Common Stock, par value $0.01 per share (“Series B Liberty SiriusXM Common Stock”), and Series C Liberty SiriusXM Common Stock to receive 0.0939 of a Right for each share of Series A Liberty SiriusXM Common Stock, Series B Liberty SiriusXM Common Stock, or Series C Liberty SiriusXM Common Stock held by them as of 5:00 P.M. New York City time, on May 13, 2020 (the “Record Date”).  Each whole Right entitles the holder to subscribe for one share of Series C Liberty SiriusXM Common Stock pursuant to its Basic Subscription Privilege and, if its Basic Subscription Privilege is fully exercised, to subscribe for additional shares of Series C Liberty SiriusXM Common Stock pursuant to its Oversubscription Privilege.  If the aggregate Subscription Price delivered or transmitted by the Rightsholder with the Rights Certificate exceeds the aggregate Subscription Price for all shares for which the Rightsholder would be entitled to subscribe pursuant to its Basic Subscription Privilege and no direction is given as to the excess, such Rightsholder  will be deemed to have subscribed for a number of Excess Shares equal to the maximum whole number of Excess Shares that could be purchased with such excess Subscription Price.  Shares of Series C Liberty SiriusXM Common Stock purchased pursuant to the Rights Offering will be issued by the Transfer Agent as soon as practicable following the Expiration Time.  No fractional Rights or cash in lieu thereof were issued or paid and fractional Rights were rounded up to the nearest whole Right, as described in the Prospectus.  Set forth herein is the number of Rights evidenced by this Rights Certificate that the Rightsholder is entitled to exercise pursuant to such Rightsholder’s Basic Subscription Privilege. If shares of Series A Liberty SiriusXM Common Stock, Series B Liberty SiriusXM Common Stock, or Series C Liberty SiriusXM Common Stock applicable to a subscription are held by more than one record holder, the Rights Certificate must be signed by each such holder; if a holder or joint holders (registrants) hold more than one position in the Company, as indicated by different accounts on the relevant record holder list, then separate, properly completed and executed Rights Certificates must be submitted for each such position held by that or those joint holders (registrants).

 

This Rights Certificate is transferable, and may be combined or divided (but only into Rights Certificates evidencing full rights) at the office of the Subscription Agent.  Rightsholders should be aware that if they choose to exercise, assign, transfer or sell only part of their Rights they may not receive a new Rights Certificate in sufficient time to exercise, assign, transfer or sell the remaining Rights evidenced thereby.

 

 

	
Signature   of Owner and U.S. Person for Tax Certification
    	
Signature   of Co-Owner (if more than one registered holder listed)
    	
Date   (mm/dd/yyyy)
    
	
 

 
    	
 
    	
 
    	
 
    	
 
    
					


 











 

For questions and to request copies of materials, call the Information Agent — Broadridge Corporate Issuer Solutions, Inc., 1-888-789-8415

 

Please complete and return, as described below, on or before the dates outlined below.

 

SUBSCRIPTION AGENT: Broadridge Corporate Issuer Solutions, Inc.

 

	
By First Class Mail:
    	
By Registered, Certified or Express Mail, or   Overnight Courier:
    
	
Broadridge, Inc.
    	
Broadridge, Inc.
    
	
Attn:   BCIS Re-Organization Dept.
    	
Attn:   BCIS IWS
    
	
P.O. Box   1317
    	
51   Mercedes Way
    
	
Brentwood,   NY 11717-0718
    	
Edgewood,   NY 11717
    


 

To participate in the Rights Offering available through your shares held through Broadridge you must follow the instructions and complete the relevant section(s) below, sign and date the front page of this document, and return this signed Rights Certificate, with payment or any additional documents if applicable, to the Subscription Agent listed above.  Check all boxes below that apply.

 

1.              Exercise Your Rights and Subscribe for Shares of Series C Liberty SiriusXM Common Stock

 

To subscribe for shares under the Basic Subscription Privilege, please complete Sections 1.A and 1.C below.  If you wish to subscribe for shares under the Oversubscription Privilege as well, you must also complete Section 1.B below.  This Form of Exercise, Sale or Transfer and payment to the Subscription Agent must be received by 5:00 p.m., New York City time, on June 5, 2020, which is the Expiration Time (unless extended by the Company). Funds must clear your account before the Expiration Time.  Please note that uncertified personal checks may take approximately five business days to clear your account. Please see paragraph 1 of the instructions accompanying this Rights Certificate.

 

o A. Basic Subscription Privilege:  By checking this box, you will exercise your Rights at the discounted price of $25.47 per share.  Please complete the fields below.

 

	
_____________
    	
x
    	
$25.47
    	
=
    	
$                                 
    	
(One   Right = One LSXMK share)
    
	
(no.   of shares)
    	
 
    	
(Subscription   price)
    	
 
    	
(amount   to pay)
    	
 
    


 

	
Example:

100 LSXMK shares x   $25.47 = $2,547.00
    


 

o B. Oversubscription Privilege:  By checking this box, you will exercise your right to oversubscribe for additional shares (only available when you fully subscribe for the Rights available to you in Section 1.A above).  Please complete the fields below.

 

	
_____________
    	
x
    	
$25.47
    	
=
    	
$                                 
    	
 
    
	
(no.   of shares)
    	
 
    	
(Subscription   price)
    	
 
    	
(amount   to pay)
    	
 
    


 











 

	
C. TOTAL AMOUNT ENCLOSED:
    	
$                      (payable to Broadridge Corporate Issuer   Solutions, Inc.)
    
	
 
    	
(Total of Payments in   1.A and 1.B above)
    


 

Please indicate any changes of address for deliveries and payments, if applicable:

 

	
Address
    	
 
    	
 
    	
If permanent change of   address, check here: o
    
	
City
    	
 
    	
 
    	
Daytime telephone   number:
    	
 
    
	
State
    	
 
    	
 
    	
Evening telephone   number:
    	
 
    
	
Zip
    	
 
    	
 
    	
Email address:
    	
 
    
							


 

I hereby irrevocably subscribe for the number of shares of Series C Liberty SiriusXM Common Stock indicted as the total of Sections 1.A and 1.B above upon the terms and conditions specified in the Prospectus relating thereto and incorporated by reference herein, receipt of which is acknowledged.  I hereby agree that if I fail to pay for the shares of Series C Liberty SiriusXM Common Stock for which I have subscribed, the Company may exercise any remedies available to it under law.

 

If the aggregate Subscription Price paid by a Rightsholder is insufficient to purchase the number of shares of Series C Liberty SiriusXM Common Stock that the holder indicates are being subscribed for, or if a Rightsholder does not specify the number of shares of Series C Liberty SiriusXM Common Stock to be purchased, or if the aggregate Subscription Price paid by a Rightsholder exceeds the amount necessary to purchase the number of shares of Series C Liberty SiriusXM Common Stock for which the Rightsholder has indicated an intention to subscribe, then the Rightsholder will be deemed to have exercised first its Basic Subscription Privilege and second its Oversubscription Privilege to purchase a number of shares of Series C Liberty SiriusXM Common Stock equal to the maximum whole number of shares that could be purchased with the payment tendered.

 

MAKE CHECKS PAYABLE TO: Broadridge Corporate Issuer Solutions, Inc.

 

DELIVERY OF THIS FORM OF EXERCISE, SALE OR TRANSFER TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

 











 

Full payment for shares subscribed for both the Basic Subscription Privilege (Section 1.A) and the Oversubscription Privilege (Section 1.B) must accompany this Rights Certificate or a notice of guaranteed delivery.  Please reference your Rights Certificate Number (found of the front of this Rights Certificate) on your check, bank draft, money order or notice of guaranteed delivery.  Funds must clear your account before the Expiration Time.  Please note that uncertified personal checks may take approximately five business days to clear your account. You may, at your option, wire your funds to the Subscription Agent. Before sending your wire, please contact the Subscription Agent at 1-888-789-8415 to advise them of your intent to wire funds and to obtain wire instructions. This will ensure prompt and accurate credit upon receipt of your wire. Please contact the information agent for further information.

 

FOR RIGHTSHOLDERS REMITTING PAYMENT BY UNCERTIFIED PERSONAL CHECK, ANY FAILURE WHATSOEVER, REGARDLESS OF THE CAUSE OR NATURE OF SUCH FAILURE, OF THE SUBSCRIPTION AGENT TO RECEIVE YOUR PAYMENT OF THE SUBSCRIPTION PRICE FREE AND CLEAR BY THE EXPIRATION TIME SHALL RESULT IN THE CANCELLATION OF YOUR EXERCISES OF RIGHTS, AND YOUR RIGHTS WILL EXPIRE NULL AND VOID WITHOUT PAYMENT OF ANY COMPENSATION THEREFOR.

 

2.     o Sell Your Rights:  By checking the box for this section, you authorize the Subscription Agent to attempt to sell your unexercised Rights according to the procedures described in the Prospectus.  If you choose to sell your Rights, your completed Rights Certificate (together with a properly completed and executed Internal Revenue Service Form W-8 or W-9, as applicable) must be received by the Subscription Agent by 11:00 A.M., New York City time, on May 29, 2020 (five business days prior to the Expiration Time, as may be adjusted in the event of an extension of the Expiration Time).  Please see Paragraph 2 of the Instructions accompanying the Rights Certificate for timing considerations relating to the sale of rights.

 

Please indicate any changes of address for deliveries and payments, if applicable:

 

	
Address
    	
 
    	
 
    	
If permanent change of   address, check here: o
    
	
City
    	
 
    	
 
    	
Daytime telephone   number:
    	
 
    
	
State
    	
 
    	
 
    	
Evening telephone   number:
    	
 
    
	
Zip
    	
 
    	
 
    	
Email address:
    	
 
    
							


 











 

3.     o Transfer Your Rights:  If you want some or all of your unexercised Rights transferred to a designated transferee, or to a bank or broker to sell for you, check the box for this section and complete the requested information below.  Please see Paragraph 3 of the Instructions accompanying this Rights Certificate for timing considerations  relating to the transfer of Rights.

 

For value received,        of the Rights represented by this Form of Exercise, Sale or Transfer are assigned to:

 

 

Print Full Name of Bank or Broker or Assignee and Assignee’s Social Security Number                                                                  

 

 

Print Full Address of Bank or Broker or Assignee                                                                  

 

 

Signature(s) of Assignor(s)                                                                  

 

4.     o New Certificate for Unexercised Rights: If you want a new Rights Certificate evidencing any unexercised Rights delivered to you or to someone else, please complete the requested information below.  Please see the Instructions accompanying this Rights Certificate for timing considerations relating to requesting a new Rights Certificate.

 

 

Print Rightsholder’s Full Name and Social Security Number                                                                  

 

 

Address for delivery of certificate representing unexercised Rights (if any)                                                                  

 

5.   Signature:

 

The signature(s) on this Form of Exercise, Sale or Transfer must correspond with the name(s) of the registered holder(s) exactly as it appears on the face of the Rights Certificate without any alteration or change whatsoever.  In the case of joint registered holders, each person must sign this Form of Exercise, Sale or Transfer in accordance with the foregoing.  If you sign this Form of Exercise, Sale or Transfer in your capacity as a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer or a corporation or other fiduciary or representative, you must indicate the capacity in which you are signing when you sign and, if requested by the Subscription Agent in its sole and absolute discretion, you must present to the Subscription Agent satisfactory evidence of your authority to sign in that capacity.

 

If you wish to transfer your Rights, then your signature must be guaranteed by an Eligible Guarantor Institution, as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended, which may include: (a) a commercial bank or trust company; (b) a member firm of a domestic stock exchange; or (c) a savings bank or credit union.

 

	
 
    	
 
    
	
Signature   (name of bank or firm)
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Guaranteed   by (signature/title)
    	
 
    


 











 

DELIVERY OF THIS FORM OF EXERCISE, SALE OR TRANSFER TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.