UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Liberty Media Corporation
(Name of Issuer)
Series A Liberty Live Common Stock, par value $0.01 per share
(Title of Class of Securities)
531229748
(CUSIP Number)
December 31, 2023
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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[X]
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Rule 13d-1(b)
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[ ]
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Rule 13d-1(c)
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[ ]
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Rule 13d-1(d)
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*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to
the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP NO. 531229748
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1.
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Names of Reporting Persons
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CORVEX MANAGEMENT LP
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2.
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Check the Appropriate Box If a Member of a Group (See Instructions)
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a.
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[ ]
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b.
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[X]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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DELAWARE
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5.
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Sole Voting Power
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Number of
Shares
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1,558,332
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Beneficially
Owned By
Each
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6.
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Shared Voting Power
0
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Reporting
Person
With
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7.
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Sole Dispositive Power
1,558,332
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8.
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Shared Dispositive Power
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0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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1,558,332
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10.
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Check If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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[ ]
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11.
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Percent of Class Represented By Amount in Row (9)
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6.1%
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12.
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Type of Reporting Person (See Instructions)
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PN, IA
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CUSIP NO. 531229748
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1.
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Names of Reporting Persons
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KEITH MEISTER
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2.
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Check the Appropriate Box If a Member of a Group (See Instructions)
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a.
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[ ]
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b.
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[X]
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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UNITED STATES
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5.
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Sole Voting Power
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Number of
Shares
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1,558,332
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Beneficially
Owned By
Each
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6.
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Shared Voting Power
0
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Reporting
Person
With
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7.
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Sole Dispositive Power
1,558,332
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8.
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Shared Dispositive Power
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0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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1,558,332
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10.
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Check If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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[ ]
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11.
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Percent of Class Represented By Amount in Row (9)
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6.1%
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12.
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Type of Reporting Person (See Instructions)
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IN, HC
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Item 1(a).
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Name of Issuer:
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Liberty Media Corporation (the "Issuer").
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Item 1(b).
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Address of the Issuer's Principal Executive Offices:
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12300 Liberty Blvd.
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Englewood, Colorado 80112
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Item 2(a).
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Name of Person Filing
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This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"):
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i)
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Corvex Management LP (“Corvex”); and
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ii)
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Keith Meister, in his capacity as the control person of the general partner of Corvex (“Mr. Meister”).
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This statement relates to Shares (as defined below) held for the accounts of certain private investment funds for which Corvex acts as investment adviser.
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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The address of the principal business office of each of the Reporting Persons is 667 Madison Avenue, New York, NY 10065.
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Item 2(c).
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Citizenship:
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i)
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Corvex is a Delaware limited partnership; and
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ii)
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Mr. Meister is a citizen of the United States.
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Item 2(d).
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Title of Class of Securities:
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Series A Liberty Live Common Stock, $0.01 par value per share (the “Shares”).
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Item 2(e).
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CUSIP Number:
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531229748
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Item 3.
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If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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(a)
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☐
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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☐
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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☐
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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☐
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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☒
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An investment advisor in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g)
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☒
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
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☐
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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☐
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
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(j)
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☐
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A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).
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(k)
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☐
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____
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Item 4.
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Ownership:
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Item 4(a).
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Amount Beneficially Owned:
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As of December 31, 2023, each of the Reporting Persons may be deemed to be the beneficial owner of 1,558,332 Shares.
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Item 4(b).
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Percent of Class:
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Based on the 25,558,577 Shares outstanding as of December 31, 2023, as reported in the Issuer’s Schedule 14A filed with the Securities and Exchange Commission on January
30, 2023, the 1,558,332 Shares reported above represent approximately 6.1% of the total number of Shares outstanding.
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Item 4(c).
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Number of shares as to which such person has:
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Corvex
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(i)
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Sole power to vote or direct the vote
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1,558,332
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(ii)
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Shared power to vote or to direct the vote
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0
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(iii)
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Sole power to dispose or to direct the disposition of
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1,558,332
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(iv)
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Shared power to dispose or to direct the disposition of
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0
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Mr. Meister
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(i)
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Sole power to vote or direct the vote
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1,558,332
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(ii)
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Shared power to vote or to direct the vote
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0
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(iii)
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Sole power to dispose or to direct the disposition of
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1,558,332
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(iv)
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Shared power to dispose or to direct the disposition of
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0
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Item 5.
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Ownership of Five Percent or Less of a Class:
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If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class
of securities, check the following [ ].
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
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The limited partners of (or investors in) the private investment funds for which Corvex or its affiliates acts as general partner and/or as investment adviser have the right to
participate in the receipt of dividends from, and proceeds from the sale of, the Shares held for the accounts of their respective funds in accordance with their respective limited partnership interests (or investment percentages) in
their respective funds.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
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See Item 2.
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Item 8.
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Identification and Classification of Members of the Group:
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This Item 8 is not applicable.
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Item 9.
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Notice of Dissolution of Group:
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This Item 9 is not applicable.
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Item 10.
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Certification:
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By signing below each of the Reporting Persons certifies that, to the best of such person's knowledge and belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or
as a participant in any transaction having that purpose or effect.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set
forth in this statement is true, complete and correct.
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Date: February 13, 2024
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CORVEX MANAGEMENT LP
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By: /s/ Keith Meister
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Keith Meister
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Managing Partner
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Date: February 13, 2024
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KEITH MEISTER
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By: /s/ Keith Meister
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EXHIBIT 99.1
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the Series A Liberty Live Common Stock, par value $0.01 per share, of
Liberty Media Corporation, dated as of February 13, 2024, is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the
Securities Exchange Act of 1934.
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Date: February 13, 2024
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CORVEX MANAGEMENT LP
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By: /s/ Keith Meister
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Keith Meister
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Managing Partner
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Date: February 13, 2024
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KEITH MEISTER
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By: /s/ Keith Meister
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