ValueAct funds cut Liberty Live Holdings (LLYVA) stake below 5% threshold

Rhea-AI Filing Summary

Liberty Live Holdings, Inc. received an amended Schedule 13D from ValueAct funds reporting a reduced ownership position in its Series A Liberty Live Group Common Stock. The ValueAct reporting group now beneficially owns 1,275,273 shares, representing approximately 4.99% of the outstanding common stock as of April 30, 2026.

The filing explains that various ValueAct entities share voting and dispositive power over these shares through their fund and general partner structure. As of June 15, 2026, the group has ceased to be beneficial owner of more than five percent of Liberty Live’s common stock, ending its obligation to continue Schedule 13D filings for this position.

Insights

Equity ownership & governance analyst

ValueAct’s Liberty Live stake falls just below the 5% reporting threshold.

The amended Schedule 13D shows ValueAct-affiliated funds holding 1,275,273 Series A Liberty Live shares, or about 4.99% of outstanding stock, based on 25,573,685 shares as of April 30, 2026. Multiple ValueAct entities share voting and dispositive power through their fund and general partner structure.

Dropping below the 5% ownership threshold means ValueAct’s group is no longer classified as a more-than-5% beneficial owner. The filing states that, as of June 15, 2026, their obligation to continue filing this beneficial ownership schedule has terminated.

While the filing does not detail the specific transactions here, Exhibit 1 is referenced for recent trades. Subsequent company disclosures may provide additional context on any further changes in ValueAct’s position or governance interactions.

Key Figures

ValueAct Series A holding: 1,275,273 shares Ownership percentage: 4.99% Shares outstanding: 25,573,685 shares +4 more

7 metrics

ValueAct Series A holding 1,275,273 shares Beneficially owned, representing about 4.99% of common stock

Ownership percentage 4.99% Portion of Liberty Live common stock beneficially owned by reporting group

Shares outstanding 25,573,685 shares Outstanding Series A Liberty Live Group Common Stock as of April 30, 2026

VA Partners I reported holding 1,195,247 shares Series A shares with 4.7% ownership attributed to VA Partners I, LLC

Strategic Global Series A holding 80,026 shares Series A shares with 0.3% ownership for ValueAct Strategic Global Master Fund

Master Fund Series C holding 2,593,536 shares Series C Liberty Live Group Common Stock held by ValueAct Master Fund

Strategic Global Series C holding 61,252 shares Series C Liberty Live Group Common Stock held by ValueAct Strategic Global

Key Terms

beneficial owner, shared voting power, shared dispositive power, Schedule 13D, +2 more

6 terms

beneficial owner financial

"the Reporting Persons may be deemed to be the beneficial owner of 1,275,273 shares of Common Stock"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

shared voting power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: 7 | Sole Voting Power 0.00 8 | Shared Voting Power 1,195,247.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

shared dispositive power financial

"9 | Sole Dispositive Power 0.00 10 | Shared Dispositive Power 1,195,247.00"

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

Series A Liberty Live Group Common Stock financial

"Title of Class of Securities: Series A Liberty Live Group Common Stock"

Series C Liberty Live Group Common Stock financial

"ValueAct Master Fund also holds 2,593,536 shares of Series C Liberty Live Group Common Stock"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 06/15/2026 - 04:49 PM Accepted by SEC EDGAR 06/15/2026 - 04:47 PM Learn about SEC filing dates

FAQ

What stake do ValueAct funds report in Liberty Live Holdings (LLYVA)?

ValueAct-related entities report beneficial ownership of 1,275,273 shares of Liberty Live Series A Liberty Live Group Common Stock, representing about 4.99% of the company’s outstanding common stock based on 25,573,685 shares reported as of April 30, 2026.

Why did ValueAct file Amendment No. 1 to its Schedule 13D for LLYVA?

Amendment No. 1 updates ValueAct’s beneficial ownership in Liberty Live’s Series A Liberty Live Group Common Stock. The group now reports owning approximately 4.99% of outstanding shares, reflecting that it is no longer a more-than-5% beneficial owner as of June 15, 2026.

Which ValueAct entities share voting power over Liberty Live (LLYVA) shares?

Shares reported for ValueAct Master Fund and ValueAct Strategic Global are also reported for ValueAct Management L.P., ValueAct Management LLC, ValueAct Holdings, ValueAct Holdings II, and ValueAct Holdings GP, with shared voting and dispositive power described through their manager and general partner relationships.

What is Liberty Live’s share count used to calculate ValueAct’s 4.99% stake?

The ownership percentage is based on 25,573,685 outstanding shares of Liberty Live’s Series A Liberty Live Group Common Stock as of April 30, 2026, as reported in Liberty Live Holdings, Inc.’s Form 10-Q for the fiscal period ended March 31, 2026.

Do ValueAct funds hold other Liberty Live share classes besides Series A?

Yes. As of the filing date, ValueAct Master Fund holds 2,593,536 shares of Series C Liberty Live Group Common Stock, and ValueAct Strategic Global holds 61,252 shares of Series C Liberty Live Group Common Stock, in addition to their reported Series A holdings.

Why does ValueAct’s Schedule 13D obligation for Liberty Live (LLYVA) end?

The filing states that as of June 15, 2026, the reporting persons ceased to be beneficial owners of more than five percent of Liberty Live’s common stock. Because they are under the 5% threshold, their obligation to continue filing this beneficial ownership schedule terminates.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Liberty Live Holdings, Inc.

(Name of Issuer)

Series A Liberty Live Group Common Stock

(Title of Class of Securities)

530909100

(CUSIP Number)

Jason Breeding,Sonia Muscatine
1 Letterman Drive, Building D, 4th Fl
San Francisco, CA, 94129
415-362-3700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/11/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

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).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 530909100

1

Name of reporting person

VA Partners I, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,195,247.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,195,247.00

11

Aggregate amount beneficially owned by each reporting person

1,195,247.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.7 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(4) See Item 3 (8, 10, 11) See Item 2 and 5 (14) LLC

SCHEDULE 13D

CUSIP Number(s): 530909100

1

Name of reporting person

ValueAct Capital Master Fund, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,195,247.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,195,247.00

11

Aggregate amount beneficially owned by each reporting person

1,195,247.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.7 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

(4) See Item 3 (8, 10, 11) See Item 2 and 5

SCHEDULE 13D

CUSIP Number(s): 530909100

1

Name of reporting person

ValueAct Capital Management, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,275,273.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,275,273.00

11

Aggregate amount beneficially owned by each reporting person

1,275,273.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.9 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

(4) See Item 3 (8, 10, 11) See Item 2 and 5

SCHEDULE 13D

CUSIP Number(s): 530909100

1

Name of reporting person

ValueAct Capital Management, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,275,273.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,275,273.00

11

Aggregate amount beneficially owned by each reporting person

1,275,273.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.9 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(4) See Item 3 (8, 10, 11) See Item 2 and 5 (14) LLC

SCHEDULE 13D

CUSIP Number(s): 530909100

1

Name of reporting person

ValueAct Holdings, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,275,273.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,275,273.00

11

Aggregate amount beneficially owned by each reporting person

1,275,273.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.9 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

(4) See Item 3 (8, 10, 11) See Item 2 and 5

SCHEDULE 13D

CUSIP Number(s): 530909100

1

Name of reporting person

ValueAct Holdings II, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,275,273.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,275,273.00

11

Aggregate amount beneficially owned by each reporting person

1,275,273.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.9 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

(4) See Item 3 (8, 10, 11) See Item 2 and 5

SCHEDULE 13D

CUSIP Number(s): 530909100

1

Name of reporting person

ValueAct Holdings GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,275,273.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,275,273.00

11

Aggregate amount beneficially owned by each reporting person

1,275,273.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.9 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(4) See Item 3 (8, 10, 11) See Item 2 and 5 (14) LLC

SCHEDULE 13D

CUSIP Number(s): 530909100

1

Name of reporting person

ValueAct Strategic Global Master Fund, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 80,026.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 80,026.00

11

Aggregate amount beneficially owned by each reporting person

80,026.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.3 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

(4) See Item 3 (8, 10, 11) See Item 2 and 5

SCHEDULE 13D

CUSIP Number(s): 530909100

1

Name of reporting person

VA Partners Strategic Global, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 80,026.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 80,026.00

11

Aggregate amount beneficially owned by each reporting person

80,026.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.3 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(4) See Item 3 (8, 10, 11) See Item 2 and 5 (14) LLC

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Series A Liberty Live Group Common Stock
(b)	Name of Issuer: Liberty Live Holdings, Inc.
(c)	Address of Issuer's Principal Executive Offices: 12300 Liberty Blvd., Englewood, COLORADO , 80112.
Item 1 Comment: This Amendment No. 1 supplements the information set forth in the Schedule 13D filed by the Reporting Persons with the United States Securities and Exchange Commission (the "SEC"), as amended from time to time (the "Schedule 13D"), relating to Series A Liberty Live Group Common Stock, par value $0.01 (the "Common Stock"), of LIBERTY LIVE HOLDINGS, INC., a Nevada corporation (the "Issuer"). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D is hereby supplementally amended as follows:
Item 5.	Interest in Securities of the Issuer
(a)	Set forth below is the beneficial ownership of shares of Common Stock of the Issuer for each person named in Item 2. Shares reported as beneficially owned by ValueAct Master Fund or ValueAct Strategic Global are also reported as beneficially owned by (i) ValueAct Management L.P. as the manager of each such investment partnership, (ii) ValueAct Management LLC, as General Partner of ValueAct Management L.P., (iii) ValueAct Holdings, as the majority owner of the membership interests of VA Partners I and VA Partners Strategic Global, (iv) ValueAct Holdings II, as the sole owner of the limited partnership interests of ValueAct Management L.P. and the membership interests of ValueAct Management LLC, and (v) ValueAct Holdings GP, as General Partner of ValueAct Holdings and ValueAct Holdings II. Shares reported as beneficially owned by ValueAct Master Fund are also reported as beneficially owned by VA Partners I, as General Partner of ValueAct Master Fund. Shares reported as beneficially owned by ValueAct Strategic Global are also reported as beneficially owned by VA Partners Strategic Global, as General Partner of ValueAct Strategic Global. VA Partners I, VA Partners Strategic Global, ValueAct Management LP., ValueAct Management LLC, ValueAct Holdings, ValueAct Holdings II, and ValueAct Holdings GP also, directly or indirectly, may own interests in one or more than one of the partnerships from time to time. Unless otherwise indicated below, by reason of such relationship ValueAct Master Fund and ValueAct Strategic Global are reported as having shared power to vote or to direct the vote, and shared power to dispose or direct the disposition of, such shares of Common Stock, with VA Partners I (only with respect to ValueAct Master Fund), VA Partners Strategic Global (only with respect to ValueAct Strategic Global), ValueAct Management L.P., ValueAct Management LLC, ValueAct Holdings, ValueAct Holdings II, and ValueAct Holdings GP. As of the date hereof, the Reporting Persons may be deemed to be the beneficial owner of 1,275,273 shares of Common Stock, representing approximately 4.99% of the Issuer's outstanding Common Stock. All percentages set forth in this Schedule 13D are based upon the Issuer's reported 25,573,685 shares outstanding shares of Common Stock as of April 30, 2026 as reported in the Issuer's Form 10-Q for fiscal period ended March 31, 2026. As of the date hereof, ValueAct Master Fund also holds 2,593,536 shares of Series C Liberty Live Group Common Stock. As of the date hereof, ValueAct Strategic Global also holds 61,252 shares of Series C Liberty Live Group Common Stock.
(b)	The response to Item 5(a) is incorporated herein by reference.
(c)	Information concerning transactions in the Common Stock of the Issuer effected by the Reporting Persons during the past sixty days is set forth in Exhibit 1 attached hereto and is incorporated herein by reference
(d)	Not applicable.
(e)	As of June 15, 2026, the Reporting Persons have ceased to be beneficial owners of more than five percent of Issuer's Common Stock, and accordingly, their obligation to file a Schedule 13D has been terminated.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1: Transactions in Securities of the Issuer

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

VA Partners I, LLC

Signature:	/s/ Sonia M. Muscatine
Name/Title:	Sonia M. Muscatine, Authorized Signatory
Date:	06/15/2026

ValueAct Capital Master Fund, L.P.

Signature:	/s/ Sonia M. Muscatine
Name/Title:	Sonia M. Muscatine, Authorized Signatory by VA Partners I, LLC, its General Partner
Date:	06/15/2026

ValueAct Capital Management, L.P.

Signature:	/s/ Sonia M. Muscatine
Name/Title:	Sonia M. Muscatine, Authorized Signatory by ValueAct Capital Management, LLC its General Partner
Date:	06/15/2026

ValueAct Capital Management, LLC

Signature:	/s/ Sonia M. Muscatine
Name/Title:	Sonia M. Muscatine, Authorized Signatory
Date:	06/15/2026

ValueAct Holdings, L.P.

Signature:	/s/ Sonia M. Muscatine
Name/Title:	Sonia M. Muscatine, Authorized Signatory by ValueAct Holdings GP, LLC, its General Partner
Date:	06/15/2026

ValueAct Holdings II, L.P.

Signature:	/s/ Sonia M. Muscatine
Name/Title:	Sonia M. Muscatine, Authorized Signatory by ValueAct Holdings GP, LLC, its General Partner
Date:	06/15/2026

ValueAct Holdings GP, LLC

Signature:	/s/ Sonia M. Muscatine
Name/Title:	Sonia M. Muscatine, Authorized Signatory
Date:	06/15/2026

ValueAct Strategic Global Master Fund, L.P.

Signature:	/s/ Sonia M. Muscatine
Name/Title:	Sonia M. Muscatine, Authorized Signatory by VA Partners Strategic Global, LLC, its General Partner
Date:	06/15/2026

VA Partners Strategic Global, LLC

Signature:	/s/ Sonia M. Muscatine
Name/Title:	Sonia M. Muscatine, Authorized Signatory
Date:	06/15/2026