4//SEC Filing
MCGUIRK TERENCE F 4
Accession 0001104659-24-092247
CIK 0001958140other
Filed
Aug 22, 8:00 PM ET
Accepted
Aug 23, 8:30 AM ET
Size
7.4 KB
Accession
0001104659-24-092247
Insider Transaction Report
Form 4
MCGUIRK TERENCE F
Director
Transactions
- Award
Profits Interest Units of JCM AB LLC
2024-08-21+100→ 100 total→ Series B Common Stock (887,079 underlying)
Footnotes (3)
- [F1]On August 21, 2024, Terence McGuirk and affiliates of John Malone entered into an operating agreement whereby Mr. McGuirk was granted 100 profits interest units in JCM AB LLC generally entitling Mr. McGuirk to receive the portion of the proceeds of any transfer by JCM AB LLC of the 887,079 shares of Series B Common Stock held by JCM AB LLC (the "Malone Series B Shares") exceeding $50 per share. Mr. McGuirk also entered into a proxy and voting agreement with JCM AB LLC and certain of its affiliates pursuant to which Mr. McGuirk was appointed the proxy to vote the Malone Series B Shares on specified matters, and JCM ABC LLC and its affiliates granted Mr. McGuirk a right of first refusal with respect to the transfer of ownership of the Issuer's shares. On account thereof, Mr. McGuirk may be deemed to have acquired beneficial ownership of the Malone Series B Shares, which Mr. McGuirk expressly disclaims.
- [F2]The profits interest units in JCM AB LLC constitute an interest in the future profits and losses of JCM AB LLC, which owns the Malone Series B Shares; provided, that the profits interest units do not have any value unless and until the fair market value of the Malone Series B Shares exceeds $50.00 per share. The terms of the JCM AB LLC operating agreement generally entitle Mr. McGuirk to the right to receive the portion of the proceeds of any transfer by JCM AB LLC of the Malone Series B Shares that exceeds $50.00 per share. Mr. McGuirk does not have the right to direct the disposition of the Malone Series B Shares, which is in the sole discretion of the John C. Malone 1995 Revocable Trust.
- [F3]Each share of Series B Common Stock is convertible, at the holder's election, into one share of Series A Common Stock, at any time for no consideration other than the surrender of the share of Series B Common Stock for each share of Series A Common Stock.
Documents
Issuer
Atlanta Braves Holdings, Inc.
CIK 0001958140
Entity typeother
Related Parties
1- filerCIK 0001232631
Filing Metadata
- Form type
- 4
- Filed
- Aug 22, 8:00 PM ET
- Accepted
- Aug 23, 8:30 AM ET
- Size
- 7.4 KB