Exemption From Certain Prohibited Transaction Restrictions Involving the Liberty Media 401(k) Savings Plan and the Liberty Media 401(k) Savings Plan Trust Located in Englewood, Colorado, 55078-55080 [2023-17317]
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Federal Register / Vol. 88, No. 155 / Monday, August 14, 2023 / Notices
Rule, as applicable. The complaint seeks
an Order enjoining Defendant from
further violating applicable
requirements and requiring Defendant
to remedy, mitigate, and offset the harm
to public health and the environment
caused by the violations and to pay a
civil penalty.
Under the proposed settlement,
Defendant agrees to pay a civil penalty
of $5,500,000 and to spend at least
$1,000,000 on a project to offset excess
emissions resulting from the violations.
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Defendant to ensure ongoing
compliance with all applicable
regulatory requirements at 422 of its oil
and natural gas production facilities in
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the settlement requires the Defendant to
undertake a field survey to identify and
remedy any compromised equipment at
all 422 facilities and, at 206 of these
facilities, Defendant is further required
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adequate design and sizing of the vapor
control system, install and operate
extensive monitoring systems,
implement a robust inspection and
maintenance program, and hire an
independent third party to verify
compliance.
The publication of this notice opens
a period for public comment on the
proposed consent decree. Comments
should be addressed to the Assistant
Attorney General, Environment and
Natural Resources Division, and should
refer to United States and New Mexico
Environment Department v. Mewbourne
Oil Company, D.J. Ref. No. 90–5–2–1–
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Assistant Attorney General,
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ddrumheller on DSK120RN23PROD with NOTICES1
By mail .........
During the public comment period,
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VerDate Sep<11>2014
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Jkt 259001
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[FR Doc. 2023–17312 Filed 8–11–23; 8:45 am]
BILLING CODE 4410–15–P
DEPARTMENT OF LABOR
Employee Benefits Security
Administration
[Prohibited Transaction Exemption 2023–
18; Exemption Application No. D–12023]
Exemption From Certain Prohibited
Transaction Restrictions Involving the
Liberty Media 401(k) Savings Plan and
the Liberty Media 401(k) Savings Plan
Trust Located in Englewood, Colorado
Employee Benefits Security
Administration, Labor.
ACTION: Notice of exemption.
AGENCY:
This document contains a
notice of an exemption issued by the
Department of Labor (the Department)
from certain of the prohibited
transaction restrictions of the Employee
Retirement Income Security Act of 1974
(ERISA or the Act). The exemption
permits: the Liberty Media 401(k)
Savings Plan’s (the Plan) acquisition of
certain stock subscription rights (the
Rights) to purchase shares of the Series
C Liberty SiriusXM common stock (the
Series C Liberty SiriusXM Stock), in
connection with a rights offering (the
Rights Offering) by Liberty Media
Corporation (the Applicant or LMC);
and the Plan’s holding of the Rights
during the subscription period of the
Rights Offering.
DATES: This exemption will be in effect
from May 18, 2020, the date that the
Plan received the Rights, through June
5, 2020, the last date the Rights were
sold on the NASDAQ.
FOR FURTHER INFORMATION CONTACT: Mr.
Frank Gonzalez of the Department at
(202) 693–8553. (This is not a toll-free
number.)
SUPPLEMENTARY INFORMATION: The
Applicant requested an exemption
pursuant to ERISA section 408(a) and
supplemented the request with certain
additional information (collectively, this
information is referred to as the
Exemption Application).1 On February
SUMMARY:
1 The procedures for requesting an exemption are
set forth in 29 CFR part 2570, subpart B (76 FR
66637, 66644, October 27, 2011).
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9, 2023, the Department published a
notice of proposed exemption in the
Federal Register at 88 FR 8469 (the
Proposed Exemption).
Based on the record, the Department
has determined to grant the proposed
exemption. This exemption provides
only the relief specified herein. It
provides no relief from violations of any
law other than the prohibited
transaction provisions of ERISA, as
expressly stated herein.
The Department makes the requisite
findings under ERISA section 408(a)
based on the Applicants’ adherence to
all the conditions of the exemption.
Accordingly, affected parties should be
aware that the conditions incorporated
in this exemption are, taken
individually and as a whole, necessary
for the Department to grant the relief
requested by the Applicants. Absent
these conditions, the Department would
not have granted this exemption.
Background
LMC sponsors the Plan, which is a
defined contribution plan. The Plan is
administrated by a committee (the
Administrative Committee), and
Fidelity Management Trust Company
(Trustee or Fidelity) serves as the Plan’s
trustee. Plan participants can direct the
investment of their Plan accounts into
one of 27 investment alternatives, and
these alternatives include LMC’s issued
securities. As of May 13, 2020, the Plan
held a total of $7,186,824 in Series C
Liberty SiriusXM Stock shares, which
represented 6 percent of the Plan’s total
assets.
On May 15, 2020, LMC conducted the
Rights Offering with holders of shares of
Series C Liberty SiriusXM Stock. The
Series A, B, or C Liberty SiriusXM Stock
is LMC’s stock that is intended to track
and reflect the separate economic
performance of the business, assets, and
liabilities of Sirius XM Holdings. Under
the Rights Offering, each holder of
Series A Liberty SiriusXM Stock, Series
B Liberty SiriusXM Stock, and Series C
Liberty SiriusXM Stock received 0.0939
of a Right for each share of Series A
Liberty SiriusXM Stock, Series B Liberty
SiriusXM Stock, and Series C Liberty
SiriusXM Stock held on May 13, 2020,
which is the record date (rounded up to
the nearest whole Right(s)). Each Right
entitled the holder to purchase one
share of Series C Liberty SiriusXM Stock
at a subscription price of $25.47, which
was equal to an approximate 20%
discount to the volume weighted
average trading price of Series C Liberty
SiriusXM Stock for the three-day trading
period ending on and including May 9,
2020.
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Federal Register / Vol. 88, No. 155 / Monday, August 14, 2023 / Notices
The Rights Offering for 231,861,714
shares of Series C Liberty SiriusXM
Stock commenced on May 18, 2020, and
remained open until June 5, 2020. The
market closing price for each share of
Series C Liberty SiriusXM Stock was
$32.59 on May 18, 2020 and $38.88 on
June 5, 2020.
In connection with the Rights
Offering, Plan participants were notified
of the Rights Offering and the procedure
for instructing Fidelity of the
participant’s desires with respect to the
Rights. Plan participants received the
following documents: (a) Questions and
Answers, which explained the Rights
issuance and participant’s option to
exercise or sell the Rights attributable to
the employer securities allocated to the
participant’s Plan account; (b) the Rights
Offering Instructions, which explained
the steps required for participants to
exercise or sell the Rights; 2 and (c) the
Prospectus (within LMC’s Form S–3 as
filed with the Securities and Exchange
Commission on May 14, 2020), which
was made available to all shareholders
explaining the Rights Offering.
Under the terms of both the Plan and
the Trust, the Trustee passed through its
right to vote or act on LMC’s securities
to the Plan’s participants. Each Plan
participant was given the opportunity to
decide whether to exercise or sell the
Rights that were attributable to the
shares of employer securities allocated
to each participant’s account. Due to
securities law restrictions, certain Plan
participants who were reporting persons
under Rule 16(b) of the Securities
Exchange Act of 1934 (Rule 16(b)) did
not have the right to instruct Fidelity to
either sell or exercise the Rights
credited to their Plan accounts, and
Fidelity sold the Rights credited to these
Rule 16(b) participant accounts, along
with the Rights of other participants
who did not elect to sell or exercise the
Rights credited to their accounts, during
the last few days of the Rights Offering
period.3
The Plan established two temporary
investment funds to accommodate the
Rights. The first fund, the ‘‘Rights
Holding Fund,’’ was a separate fund
established to hold the Rights when
they were issued. Rights were credited
to participants’ accounts based on their
respective holdings of Series C Liberty
SiriusXM Stock as of May 13, 2020. The
2 All involved Plan participants were notified in
advance of the procedure for instructing Fidelity of
the participants’ desires with respect to the Rights.
3 Rule 16(b) requires an officer, director, or any
shareholder holding more than 10% of the
outstanding shares of a publicly traded company to
disgorge any profit made on a purchase and sale,
or sale and purchase, of the company’s stock within
any period of less than six months.
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Jkt 259001
second fund, the ‘‘Rights Receivable
Fund,’’ received the Series C Liberty
SiriusXM Stock shares following the
exercise of the Rights on June 5, 2020
(the last day of the Rights Offering
period), as the Plan participants
directed. Plan participants ended up
exercising 3,219 rights. In addition, on
or about June 2 through June 5, 2020,
Fidelity sold 17,808 unexercised Rights
on the NASDAQ Global Market (the
NASDAQ) on behalf of Plan participants
in blind transactions for an average
price of $11.79 per Right for a total price
$209,956.32. The proceeds from the
sales were allocated proportionally to
the relevant participants’ accounts.
Thus, all unexercised Rights were sold
by Fidelity, and no Rights expired.
Lastly, if a Plan participant wanted to
sell the Rights allocated to that
participant’s account, such individual
was required to contact Fidelity
(including through Fidelity’s website for
the Plan), and specify the whole
percentage of the Rights that participant
desired to sell. The selling period for
participants ran from May 26, 2020,
through June 1, 2020. At the directions
of Plan participants, Fidelity sold a total
of 1,506 Rights (rounded to the nearest
whole Right). LMC represents that it
filed the Exemption Application after
the last day of the Rights Offering period
to provide current information.
The Department invited all interested
persons to submit written comments
and/or requests for a public hearing
with respect to the Proposed Exemption.
The Department did not receive any
written comments, and it did not
receive any requests for a public
hearing.
The complete application file (D–
12023) is available for public inspection
in the Public Disclosure Room of the
Employee Benefits Security
Administration, Room N–1515, U.S.
Department of Labor, 200 Constitution
Avenue NW, Washington, DC 20210.
For a more complete statement of the
facts and representations supporting the
Department’s decision to grant this
exemption, please refer to the notice of
proposed exemption published in the
Federal Register on February 9, 2022, at
88 FR 8469.
General Information
The attention of interested persons is
directed to the following:
(1) The fact that a transaction is the
subject of an exemption under ERISA
section 408(a) does not relieve a
fiduciary or other party in interest from
certain requirements of other ERISA
provisions, including any prohibited
transaction provisions to which the
exemption does not apply and the
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55079
general fiduciary responsibility
provisions of ERISA section 404, which,
among other things, require a fiduciary
to discharge his or her duties respecting
the plan solely in the interest of the
plan’s participants and beneficiaries and
in a prudent fashion in accordance with
ERISA section 404(a)(1)(B).
(2) As required by ERISA section
408(a), the Department hereby finds that
the exemption is (1) administratively
feasible, (2) in the interests of affected
plans and of their participants and
beneficiaries, and (3) protective of the
rights of participants and beneficiaries
of such plans;
(3) The exemption is supplemental to,
and not in derogation of, any other
ERISA provisions, including statutory or
administrative exemptions and
transitional rules. Furthermore, the fact
that a transaction is subject to an
administrative or statutory exemption is
not dispositive of determining whether
the transaction is in fact a prohibited
transaction; and
(4) The availability of this exemption
is subject to the express condition that
the material facts and representations
contained in the application accurately
describe all material terms of the
transaction that are the subject of the
exemption.
Accordingly, the following exemption
is granted under the authority of ERISA
Section 408(a) and in accordance with
the procedures set forth in 29 CFR part
2570, subpart B (76 FR 66637, 66644,
October 27, 2011).
Exemption
Section I. Covered Transactions
The restrictions of ERISA sections
406(a)(1)(E), 406(a)(2), and 407(a)(1)(A)
shall not apply, to:
(a) The acquisition by the Liberty
Media 401(k) Savings Plan’s (the Plan)
of certain stock subscription rights (the
Rights), pursuant to a stock right
offering (the Offering) by Liberty Media
Corporation (LMC) to purchase shares of
Series C Liberty SiriusXM common
stock; and
(b) The holding of the Rights by the
Plan during the subscription period of
the Offering, provided the conditions set
forth below in Section II are satisfied.
Section II. Conditions
(a) The Plan’s acquisition of the
Rights resulted solely from an
independent corporate act of LMC’s
Board of Directors;
(b) All holders of Series A, Series B,
or Series C Liberty SiriusXM common
stock, including the Plan, were issued
the same proportionate number of
Rights based on the number of shares of
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Federal Register / Vol. 88, No. 155 / Monday, August 14, 2023 / Notices
the Series A, B, or C Liberty SiriusXM
Stock held by each such shareholder;
(c) For purposes of the Rights
Offering, all holders of Series A, B, or
C Liberty SiriusXM Stock, including the
Plan, were treated in a like manner,
with two exceptions:
(1) The oversubscription option
available under the Rights Offering was
not available to participants in the Plan;
and
(2) Certain participants deemed to be
reporting persons under Rule 16(b) of
the Securities Exchange Act of 1934
(Rule 16(b)) with respect to LMC did not
have the right to instruct Fidelity to
either sell or exercise the Rights
credited to their Plan accounts;
(d) The acquisition of the Rights by
the Plan was consistent with provisions
of the Plan for the individually directed
investment of participant accounts;
(e) The Liberty Media 401(k) Savings
Plan administrative committee did not
exercise any discretion with respect to
the acquisition, holding or sale of the
Rights by the Plan;
(f) The Plan fiduciary or fiduciaries
responsible for overseeing the Plan’s
participation in the Rights offering
prudently and loyally determined on
behalf of the Plan that: (1) the Plan’s
acquisition, holding and sale of the
Rights could proceed on the terms
established by such fiduciaries, and (2)
the Plan’s participants received all they
were entitled to under the Rights
arrangement (i.e., the Participants got at
least the fair market value for the
exercise and sales of the Rights);
(g) Each Plan participant made an
independent decision whether to
liquidate his or her account assets in the
Rights Holding Fund to purchase
additional shares of Series C Liberty
SiriusXM common stock at a discount;
(h) The Plan did not pay any fees or
commissions to LMC and/or its affiliates
in connection with the acquisition,
holding, or sale of the Rights;
(i) The Plan did not pay any fees in
connection with the exemption request;
and
(j) All material facts and
representations set forth in the
Summary of Facts and Representations
are true and accurate.
Effective Date: This exemption will be
in effect from May 18, 2020, the date
that the Plan received the Rights,
through June 5, 2020, the last date the
Rights were sold on the NASDAQ.
VerDate Sep<11>2014
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Jkt 259001
Signed at Washington, DC, this 7th day of
August 2023.
George Christopher Cosby,
Director, Office of Exemption Determinations,
Employee Benefits Security Administration,
U.S. Department of Labor.
[FR Doc. 2023–17317 Filed 8–11–23; 8:45 am]
BILLING CODE 4510–29–P
DEPARTMENT OF LABOR
Agency Information Collection
Activities; Submission for OMB
Review; Application for Use of Public
Space by Non-DOL Agencies in the
Frances Perkins Building
Notice of availability; request
for comments.
ACTION:
The Department of Labor
(DOL) is submitting this the Office of
the Assistant Secretary for
Administration and Management
(OASAM)-sponsored information
collection request (ICR) to the Office of
Management and Budget (OMB) for
review and approval in accordance with
the Paperwork Reduction Act of 1995
(PRA). Public comments on the ICR are
invited.
DATES: The OMB will consider all
written comments that the agency
receives on or before September 13,
2023.
ADDRESSES: Written comments and
recommendations for the proposed
information collection should be sent
within 30 days of publication of this
notice to www.reginfo.gov/public/do/
PRAMain. Find this particular
information collection by selecting
‘‘Currently under 30-day Review—Open
for Public Comments’’ or by using the
search function.
Comments are invited on: (1) whether
the collection of information is
necessary for the proper performance of
the functions of the Department,
including whether the information will
have practical utility; (2) the accuracy of
the agency’s estimates of the burden and
cost of the collection of information,
including the validity of the
methodology and assumptions used; (3)
ways to enhance the quality, utility and
clarity of the information collection; and
(4) ways to minimize the burden of the
collection of information on those who
are to respond, including the use of
automated collection techniques or
other forms of information technology.
FOR FURTHER INFORMATION CONTACT:
Nicole Bouchet by telephone at 202–
693–0213, or by email at DOL_PRA_
PUBLIC@dol.gov.
SUPPLEMENTARY INFORMATION: Consistent
with 40 U.S.C. 581(h)(2), Federal
SUMMARY:
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Management Regulation (FMR) part 102,
Public Law 102–74, subpart D, and the
GSA Delegation under which the
Department of Labor (DOL) operates the
Frances Perkins Building (FPB), DOL
allows the use of public space within
the FPB for non-commercial purposes.
As provided by FMR 102–74, subpart D,
(41 CFR 102–74–460) any person or
entity that wishes to use public space in
a Federal building is required to submit
an application for a permit. To capture
the nature of the request, information
such as the requester, description of
event, date, time, and approvals are
collected in order to review the
appropriateness of the request and make
a determination of the availability of the
requested public space. DOL experience
shows that the agency receives fewer
than 10 non-DOL Agency requests to
use FPB public space in any given year;
however, as the information is
contained in a rule of general
applicability, the information collection
is deemed to involve 10 or more
persons. See 5 CFR 1320.3(c)(4)(ii).
DOL, consequently, must maintain PRA
authority to conduct this information
collection. For additional substantive
information about this ICR, see the
related notice published in the Federal
Register on June 7, 2023 (88 FR 37280).
This information collection is subject
to the PRA. A Federal agency generally
cannot conduct or sponsor a collection
of information, and the public is
generally not required to respond to an
information collection, unless the OMB
approves it and displays a currently
valid OMB Control Number. In addition,
notwithstanding any other provisions of
law, no person shall generally be subject
to penalty for failing to comply with a
collection of information that does not
display a valid OMB Control Number.
See 5 CFR 1320.5(a) and 1320.6.
DOL seeks PRA authorization for this
information collection for three (3)
years. OMB authorization for an ICR
cannot be for more than three (3) years
without renewal. The DOL notes that
information collection requirements
submitted to the OMB for existing ICRs
receive a month-to-month extension
while they undergo review.
Type of Review: Extension.
Agency: DOL—OASAM.
Title of Collection: Application for
Use of Public Space by Non-DOL
Agencies in the Frances Perkins
Building.
OMB Number: 1225–0087.
Affected Public: Private Sector, notfor-profit institutions.
Number of Respondents: 10.
Number of Responses: 10.
Annual Burden Hours: 1 hour.
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]]>Agencies
[Federal Register Volume 88, Number 155 (Monday, August 14, 2023)]
[Notices]
[Pages 55078-55080]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-17317]
=======================================================================
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DEPARTMENT OF LABOR
Employee Benefits Security Administration
[Prohibited Transaction Exemption 2023-18; Exemption Application No. D-
12023]
Exemption From Certain Prohibited Transaction Restrictions
Involving the Liberty Media 401(k) Savings Plan and the Liberty Media
401(k) Savings Plan Trust Located in Englewood, Colorado
AGENCY: Employee Benefits Security Administration, Labor.
ACTION: Notice of exemption.
-----------------------------------------------------------------------
SUMMARY: This document contains a notice of an exemption issued by the
Department of Labor (the Department) from certain of the prohibited
transaction restrictions of the Employee Retirement Income Security Act
of 1974 (ERISA or the Act). The exemption permits: the Liberty Media
401(k) Savings Plan's (the Plan) acquisition of certain stock
subscription rights (the Rights) to purchase shares of the Series C
Liberty SiriusXM common stock (the Series C Liberty SiriusXM Stock), in
connection with a rights offering (the Rights Offering) by Liberty
Media Corporation (the Applicant or LMC); and the Plan's holding of the
Rights during the subscription period of the Rights Offering.
DATES: This exemption will be in effect from May 18, 2020, the date
that the Plan received the Rights, through June 5, 2020, the last date
the Rights were sold on the NASDAQ.
FOR FURTHER INFORMATION CONTACT: Mr. Frank Gonzalez of the Department
at (202) 693-8553. (This is not a toll-free number.)
SUPPLEMENTARY INFORMATION: The Applicant requested an exemption
pursuant to ERISA section 408(a) and supplemented the request with
certain additional information (collectively, this information is
referred to as the Exemption Application).\1\ On February 9, 2023, the
Department published a notice of proposed exemption in the Federal
Register at 88 FR 8469 (the Proposed Exemption).
---------------------------------------------------------------------------
\1\ The procedures for requesting an exemption are set forth in
29 CFR part 2570, subpart B (76 FR 66637, 66644, October 27, 2011).
---------------------------------------------------------------------------
Based on the record, the Department has determined to grant the
proposed exemption. This exemption provides only the relief specified
herein. It provides no relief from violations of any law other than the
prohibited transaction provisions of ERISA, as expressly stated herein.
The Department makes the requisite findings under ERISA section
408(a) based on the Applicants' adherence to all the conditions of the
exemption. Accordingly, affected parties should be aware that the
conditions incorporated in this exemption are, taken individually and
as a whole, necessary for the Department to grant the relief requested
by the Applicants. Absent these conditions, the Department would not
have granted this exemption.
Background
LMC sponsors the Plan, which is a defined contribution plan. The
Plan is administrated by a committee (the Administrative Committee),
and Fidelity Management Trust Company (Trustee or Fidelity) serves as
the Plan's trustee. Plan participants can direct the investment of
their Plan accounts into one of 27 investment alternatives, and these
alternatives include LMC's issued securities. As of May 13, 2020, the
Plan held a total of $7,186,824 in Series C Liberty SiriusXM Stock
shares, which represented 6 percent of the Plan's total assets.
On May 15, 2020, LMC conducted the Rights Offering with holders of
shares of Series C Liberty SiriusXM Stock. The Series A, B, or C
Liberty SiriusXM Stock is LMC's stock that is intended to track and
reflect the separate economic performance of the business, assets, and
liabilities of Sirius XM Holdings. Under the Rights Offering, each
holder of Series A Liberty SiriusXM Stock, Series B Liberty SiriusXM
Stock, and Series C Liberty SiriusXM Stock received 0.0939 of a Right
for each share of Series A Liberty SiriusXM Stock, Series B Liberty
SiriusXM Stock, and Series C Liberty SiriusXM Stock held on May 13,
2020, which is the record date (rounded up to the nearest whole
Right(s)). Each Right entitled the holder to purchase one share of
Series C Liberty SiriusXM Stock at a subscription price of $25.47,
which was equal to an approximate 20% discount to the volume weighted
average trading price of Series C Liberty SiriusXM Stock for the three-
day trading period ending on and including May 9, 2020.
[[Page 55079]]
The Rights Offering for 231,861,714 shares of Series C Liberty
SiriusXM Stock commenced on May 18, 2020, and remained open until June
5, 2020. The market closing price for each share of Series C Liberty
SiriusXM Stock was $32.59 on May 18, 2020 and $38.88 on June 5, 2020.
In connection with the Rights Offering, Plan participants were
notified of the Rights Offering and the procedure for instructing
Fidelity of the participant's desires with respect to the Rights. Plan
participants received the following documents: (a) Questions and
Answers, which explained the Rights issuance and participant's option
to exercise or sell the Rights attributable to the employer securities
allocated to the participant's Plan account; (b) the Rights Offering
Instructions, which explained the steps required for participants to
exercise or sell the Rights; \2\ and (c) the Prospectus (within LMC's
Form S-3 as filed with the Securities and Exchange Commission on May
14, 2020), which was made available to all shareholders explaining the
Rights Offering.
---------------------------------------------------------------------------
\2\ All involved Plan participants were notified in advance of
the procedure for instructing Fidelity of the participants' desires
with respect to the Rights.
---------------------------------------------------------------------------
Under the terms of both the Plan and the Trust, the Trustee passed
through its right to vote or act on LMC's securities to the Plan's
participants. Each Plan participant was given the opportunity to decide
whether to exercise or sell the Rights that were attributable to the
shares of employer securities allocated to each participant's account.
Due to securities law restrictions, certain Plan participants who were
reporting persons under Rule 16(b) of the Securities Exchange Act of
1934 (Rule 16(b)) did not have the right to instruct Fidelity to either
sell or exercise the Rights credited to their Plan accounts, and
Fidelity sold the Rights credited to these Rule 16(b) participant
accounts, along with the Rights of other participants who did not elect
to sell or exercise the Rights credited to their accounts, during the
last few days of the Rights Offering period.\3\
---------------------------------------------------------------------------
\3\ Rule 16(b) requires an officer, director, or any shareholder
holding more than 10% of the outstanding shares of a publicly traded
company to disgorge any profit made on a purchase and sale, or sale
and purchase, of the company's stock within any period of less than
six months.
---------------------------------------------------------------------------
The Plan established two temporary investment funds to accommodate
the Rights. The first fund, the ``Rights Holding Fund,'' was a separate
fund established to hold the Rights when they were issued. Rights were
credited to participants' accounts based on their respective holdings
of Series C Liberty SiriusXM Stock as of May 13, 2020. The second fund,
the ``Rights Receivable Fund,'' received the Series C Liberty SiriusXM
Stock shares following the exercise of the Rights on June 5, 2020 (the
last day of the Rights Offering period), as the Plan participants
directed. Plan participants ended up exercising 3,219 rights. In
addition, on or about June 2 through June 5, 2020, Fidelity sold 17,808
unexercised Rights on the NASDAQ Global Market (the NASDAQ) on behalf
of Plan participants in blind transactions for an average price of
$11.79 per Right for a total price $209,956.32. The proceeds from the
sales were allocated proportionally to the relevant participants'
accounts. Thus, all unexercised Rights were sold by Fidelity, and no
Rights expired.
Lastly, if a Plan participant wanted to sell the Rights allocated
to that participant's account, such individual was required to contact
Fidelity (including through Fidelity's website for the Plan), and
specify the whole percentage of the Rights that participant desired to
sell. The selling period for participants ran from May 26, 2020,
through June 1, 2020. At the directions of Plan participants, Fidelity
sold a total of 1,506 Rights (rounded to the nearest whole Right). LMC
represents that it filed the Exemption Application after the last day
of the Rights Offering period to provide current information.
The Department invited all interested persons to submit written
comments and/or requests for a public hearing with respect to the
Proposed Exemption. The Department did not receive any written
comments, and it did not receive any requests for a public hearing.
The complete application file (D-12023) is available for public
inspection in the Public Disclosure Room of the Employee Benefits
Security Administration, Room N-1515, U.S. Department of Labor, 200
Constitution Avenue NW, Washington, DC 20210. For a more complete
statement of the facts and representations supporting the Department's
decision to grant this exemption, please refer to the notice of
proposed exemption published in the Federal Register on February 9,
2022, at 88 FR 8469.
General Information
The attention of interested persons is directed to the following:
(1) The fact that a transaction is the subject of an exemption
under ERISA section 408(a) does not relieve a fiduciary or other party
in interest from certain requirements of other ERISA provisions,
including any prohibited transaction provisions to which the exemption
does not apply and the general fiduciary responsibility provisions of
ERISA section 404, which, among other things, require a fiduciary to
discharge his or her duties respecting the plan solely in the interest
of the plan's participants and beneficiaries and in a prudent fashion
in accordance with ERISA section 404(a)(1)(B).
(2) As required by ERISA section 408(a), the Department hereby
finds that the exemption is (1) administratively feasible, (2) in the
interests of affected plans and of their participants and
beneficiaries, and (3) protective of the rights of participants and
beneficiaries of such plans;
(3) The exemption is supplemental to, and not in derogation of, any
other ERISA provisions, including statutory or administrative
exemptions and transitional rules. Furthermore, the fact that a
transaction is subject to an administrative or statutory exemption is
not dispositive of determining whether the transaction is in fact a
prohibited transaction; and
(4) The availability of this exemption is subject to the express
condition that the material facts and representations contained in the
application accurately describe all material terms of the transaction
that are the subject of the exemption.
Accordingly, the following exemption is granted under the authority
of ERISA Section 408(a) and in accordance with the procedures set forth
in 29 CFR part 2570, subpart B (76 FR 66637, 66644, October 27, 2011).
Exemption
Section I. Covered Transactions
The restrictions of ERISA sections 406(a)(1)(E), 406(a)(2), and
407(a)(1)(A) shall not apply, to:
(a) The acquisition by the Liberty Media 401(k) Savings Plan's (the
Plan) of certain stock subscription rights (the Rights), pursuant to a
stock right offering (the Offering) by Liberty Media Corporation (LMC)
to purchase shares of Series C Liberty SiriusXM common stock; and
(b) The holding of the Rights by the Plan during the subscription
period of the Offering, provided the conditions set forth below in
Section II are satisfied.
Section II. Conditions
(a) The Plan's acquisition of the Rights resulted solely from an
independent corporate act of LMC's Board of Directors;
(b) All holders of Series A, Series B, or Series C Liberty SiriusXM
common stock, including the Plan, were issued the same proportionate
number of Rights based on the number of shares of
[[Page 55080]]
the Series A, B, or C Liberty SiriusXM Stock held by each such
shareholder;
(c) For purposes of the Rights Offering, all holders of Series A,
B, or C Liberty SiriusXM Stock, including the Plan, were treated in a
like manner, with two exceptions:
(1) The oversubscription option available under the Rights Offering
was not available to participants in the Plan; and
(2) Certain participants deemed to be reporting persons under Rule
16(b) of the Securities Exchange Act of 1934 (Rule 16(b)) with respect
to LMC did not have the right to instruct Fidelity to either sell or
exercise the Rights credited to their Plan accounts;
(d) The acquisition of the Rights by the Plan was consistent with
provisions of the Plan for the individually directed investment of
participant accounts;
(e) The Liberty Media 401(k) Savings Plan administrative committee
did not exercise any discretion with respect to the acquisition,
holding or sale of the Rights by the Plan;
(f) The Plan fiduciary or fiduciaries responsible for overseeing
the Plan's participation in the Rights offering prudently and loyally
determined on behalf of the Plan that: (1) the Plan's acquisition,
holding and sale of the Rights could proceed on the terms established
by such fiduciaries, and (2) the Plan's participants received all they
were entitled to under the Rights arrangement (i.e., the Participants
got at least the fair market value for the exercise and sales of the
Rights);
(g) Each Plan participant made an independent decision whether to
liquidate his or her account assets in the Rights Holding Fund to
purchase additional shares of Series C Liberty SiriusXM common stock at
a discount;
(h) The Plan did not pay any fees or commissions to LMC and/or its
affiliates in connection with the acquisition, holding, or sale of the
Rights;
(i) The Plan did not pay any fees in connection with the exemption
request; and
(j) All material facts and representations set forth in the Summary
of Facts and Representations are true and accurate.
Effective Date: This exemption will be in effect from May 18, 2020,
the date that the Plan received the Rights, through June 5, 2020, the
last date the Rights were sold on the NASDAQ.
Signed at Washington, DC, this 7th day of August 2023.
George Christopher Cosby,
Director, Office of Exemption Determinations, Employee Benefits
Security Administration, U.S. Department of Labor.
[FR Doc. 2023-17317 Filed 8-11-23; 8:45 am]
BILLING CODE 4510-29-P
