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)
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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) 03/29/2023 | ||||||||||||||||||||||||||
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 |
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 | ||||||||
Call option(obligation to sell) | $114.003 | 03/29/2023 | S/K(1) | 400,000 | (1)(2) | (1)(2) | Series C Common Stock | 400,000 | (1)(2) | 400,000 | D | ||||
Put option (right to sell) | $71.55 | 03/29/2023 | P/K(1) | 400,000 | (1)(2) | (1)(2) | Series C Common Stock | 400,000 | (1)(2) | 400,000 | D | ||||
Call option(obligation to sell) | $228.0143 | 03/29/2023 | E/K(1)(3) | 400,000 | (1)(3) | (1)(3) | Series C Common Stock | 400,000 | (1)(3) | 0 | D | ||||
Put option (right to sell) | $145.9291 | 03/29/2023 | J/K(1)(3) | 400,000 | (1)(3) | (1)(3) | Series C Common Stock | 400,000 | (1)(3) | 0 | D |
Explanation of Responses: |
1. On March 29, 2023, the reporting person agreed to amend a "zero-cost collar" arrangement (the "Transaction") previously entered into on September 14, 2021, pursuant to which the exercise prices of the previous European put and call options were amended. Pursuant to the Transaction, the amended options are European call options and European put options over an aggregate of 400,000 shares of Series C Common stock. Only one of the options can be in the money on the expiration date, at which time the in-the-money options will be exercised, and the other options will expire. If neither the put options nor the call options are in the money on the expiration date, both the put and call options will expire. The Transaction will be settled in cash unless the reporting person elects physical settlement. |
2. The Transaction is divided into 5 components, each of which are with respect to 80,000 shares of Series C common stock. The components mature on the sequential trading days over the period beginning on August 21, 2028 and ending on August 25, 2028. |
3. Reflects the deemed cancellation of the options entered into in connection with the "zero-cost collar" arrangement on September 14, 2021 referenced in footnote 1. |
/s/ Brittany A. Uthoff as Attorney-in-Fact for John C. Malone | 03/31/2023 | |
** 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. |