SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Liberty Broadband Corp [ LBRDA ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 12/18/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Series C Common Stock | 12/18/2020 | A | 406,789 | A | $0(1) | 886,569 | D | |||
Series C Common Stock | 12/18/2020 | A | 498 | A | $0(1) | 498(2) | I | By 401(k) Savings Plan | ||
Series C Common Stock | 12/18/2020 | A | 308,357 | A | $0(1) | 308,357 | I | Maven 2017 - 1 GRAT(3) | ||
Series C Common Stock | 576,252 | I | Maven 2016 - 1 GRAT(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option - LBRDB (Right to Buy) | $93.13 | 12/18/2020 | A | 82,965 | (4) | 03/05/2025 | Series B Common Stock | 82,965 | $0.0000(5) | 82,965 | D | ||||
Stock Option - LBRDB (Right to Buy) | $100.19 | 12/18/2020 | A | 12,445 | (4) | 03/06/2026 | Series B Common Stock | 12,445 | $0.0000(5) | 12,445 | D | ||||
Stock Option - LBRDB (Right to Buy) | $97.21 | 12/18/2020 | A | 69,336 | (4) | 03/29/2023 | Series B Common Stock | 69,336 | $0.0000(5) | 69,336 | D | ||||
Stock Option - LBRDB (Right to Buy) | $97.21 | 12/18/2020 | A | 37,544 | (4) | 03/31/2022 | Series B Common Stock | 37,544 | $0.0000(5) | 37,544 | D | ||||
Stock Option - LBRDB (Right to Buy) | $97.21 | 12/18/2020 | A | 150,059 | (4) | 05/11/2024 | Series B Common Stock | 150,059 | $0.0000(5) | 150,059 | D | ||||
Stock Option - LBRDB (Right to Buy) | $97.21 | 12/18/2020 | A | 369,785 | (4) | 12/24/2021 | Series B Common Stock | 369,785 | $0.0000(5) | 369,785 | D | ||||
Stock Option - LBRDK (Right to Buy) | $96.49 | 12/18/2020 | A | 62,963 | (4) | 12/26/2024 | Series C Common Stock | 62,963 | $0.0000(6) | 62,963 | D | ||||
Stock Option - LBRDK (Right to Buy) | $99.11 | 12/18/2020 | A | 85,898 | 12/31/2020 | 03/13/2027 | Series C Common Stock | 85,898 | $0.0000(6) | 85,898 | D | ||||
Stock Option - LBRDK (Right to Buy) | $122.64 | 12/18/2020 | A | 208,410 | 12/31/2023 | 12/15/2026 | Series C Common Stock | 208,410 | $0.0000(6) | 208,410 | D | ||||
Stock Option - LBRDK (Right to Buy) | $164.78 | 12/18/2020 | A | 176,024 | 12/31/2024 | 12/07/2027 | Series C Common Stock | 176,024 | $0.0000(6) | 176,024 | D |
Explanation of Responses: |
1. Pursuant to the terms of the Merger Agreement (as defined in the Remarks section), each share of GCI Liberty's (as defined in the Remarks section) Series A common stock was converted into the right to receive 0.580 of a share of the Issuer's Series C common stock. |
2. The number of shares reported as held in the reporting person's 401(k) is based on a statement from the Plan Administator dated as of November 30, 2020, pro forma for the transactions contemplated by the Merger Agreement. |
3. The reporting person is the sole trustee of the grantor retained annuity trust, for the benefit of himself, his spouse and his children. |
4. The derivative security is fully vested. |
5. Pursuant to the terms of the Merger Agreement, each outstanding stock option to purchase shares of GCI Liberty's Series B common stock (an "original Series B stock option") was converted into 0.580 of a corresponding stock option to purchase shares of the Issuer's Series B common stock, rounded down to the nearest whole share. The exercise price of the original Series B stock option was divided by 0.580, with the resulting exercise price rounded up to the nearest cent. The Issuer's Series B stock options are subject to the same vesting, terms, restrictions and other conditions as those applicable to the corresponding original stock option. The reporting person has agreed, pursuant to a stipulation and proposed order, to, immediately following the exercise of these options, exchange each share of the Issuer's Series B common stock issued upon such exercise for one share of the Issuer's Series C common stock. |
6. Pursuant to the terms of the Merger Agreement, each outstanding stock option to purchase shares of GCI Liberty's Series A common stock (an "original Series A stock option") was converted into 0.580 of a corresponding stock option to purchase shares of the Issuer's Series C common stock, rounded down to the nearest whole share. The exercise price of the original Series A stock option was divided by 0.580, with the resulting exercise price rounded up to the nearest cent. The stock options with respect to the Issuer's Series C common stock are subject to the same vesting, terms, restrictions and other conditions as those applicable to the corresponding original Series A stock option. |
Remarks: |
Pursuant to the Agreement and Plan of Merger, dated August 6, 2020 (the "Merger Agreement"), by and among GCI Liberty, Inc. ("GCI Liberty"), the Issuer, Grizzly Merger Sub 1, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Issuer ("Merger LLC"), and Grizzly Merger Sub 2, Inc., a Delaware corporation and a wholly owned subsidiary of Merger LLC ("Merger Sub"), on December 18, 2020, Merger Sub merged with and into GCI Liberty (the "Merger"), with GCI Liberty surviving the Merger as a wholly owned subsidiary of Merger LLC, and immediately following the Merger, GCI Liberty (as the surviving corporation in the Merger) merged with and into Merger LLC (the "Upstream Merger"), with Merger LLC surviving the Upstream Merger as a wholly owned subsidiary of the Issuer. |
/s/ Craig Troyer as Attorney-in-Fact for Gregory B. Maffei | 12/22/2020 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |