Statement of Changes in Beneficial Ownership (4)
December 22 2020 - 4:53PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
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MAFFEI GREGORY B |
2. Issuer Name and Ticker or Trading Symbol
Liberty Broadband Corp
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LBRDA
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President/CEO |
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(Last)
(First)
(Middle)
12300 LIBERTY BLVD. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/18/2020 |
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(Street)
ENGLEWOOD, CO 80112
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Series C Common Stock | 12/18/2020 | | A | | 406789.0000 | A | $0 (1) | 886569.0000 | D | |
| Series C Common Stock | 12/18/2020 | | A | | 498.0000 | A | $0 (1) | 498.0000 (2) | I | By 401(k) Savings Plan |
| Series C Common Stock | 12/18/2020 | | A | | 308357.0000 | A | $0 (1) | 308357.0000 | I | Maven 2017 - 1 GRAT (3) |
| Series C Common Stock | | | | | | | | 576252.0000 | I | Maven 2016 - 1 GRAT (3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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) | $93.1300 | 12/18/2020 | | A | | 82965.0000 | | (4) | 3/5/2025 | Series B Common Stock | 82965.0000 | $0.0000 (5) | 82965.0000 | D | |
| Stock Option - LBRDB (Right to Buy) | $100.1900 | 12/18/2020 | | A | | 12445.0000 | | (4) | 3/6/2026 | Series B Common Stock | 12445.0000 | $0.0000 (5) | 12445.0000 | D | |
| Stock Option - LBRDB (Right to Buy) | $97.2100 | 12/18/2020 | | A | | 69336.0000 | | (4) | 3/29/2023 | Series B Common Stock | 69336.0000 | $0.0000 (5) | 69336.0000 | D | |
| Stock Option - LBRDB (Right to Buy) | $97.2100 | 12/18/2020 | | A | | 37544.0000 | | (4) | 3/31/2022 | Series B Common Stock | 37544.0000 | $0.0000 (5) | 37544.0000 | D | |
| Stock Option - LBRDB (Right to Buy) | $97.2100 | 12/18/2020 | | A | | 150059.0000 | | (4) | 5/11/2024 | Series B Common Stock | 150059.0000 | $0.0000 (5) | 150059.0000 | D | |
| Stock Option - LBRDB (Right to Buy) | $97.2100 | 12/18/2020 | | A | | 369785.0000 | | (4) | 12/24/2021 | Series B Common Stock | 369785.0000 | $0.0000 (5) | 369785.0000 | D | |
| Stock Option - LBRDK (Right to Buy) | $96.4900 | 12/18/2020 | | A | | 62963.0000 | | (4) | 12/26/2024 | Series C Common Stock | 62963.0000 | $0.0000 (6) | 62963.0000 | D | |
| Stock Option - LBRDK (Right to Buy) | $99.1100 | 12/18/2020 | | A | | 85898.0000 | | 12/31/2020 | 3/13/2027 | Series C Common Stock | 85898.0000 | $0.0000 (6) | 85898.0000 | D | |
| Stock Option - LBRDK (Right to Buy) | $122.6400 | 12/18/2020 | | A | | 208410.0000 | | 12/31/2023 | 12/15/2026 | Series C Common Stock | 208410.0000 | $0.0000 (6) | 208410.0000 | D | |
| Stock Option - LBRDK (Right to Buy) | $164.7800 | 12/18/2020 | | A | | 176024.0000 | | 12/31/2024 | 12/7/2027 | Series C Common Stock | 176024.0000 | $0.0000 (6) | 176024.0000 | 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. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
MAFFEI GREGORY B
12300 LIBERTY BLVD.
ENGLEWOOD, CO 80112 | X | X | President/CEO |
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Signatures
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| /s/ Craig Troyer as Attorney-in-Fact for Gregory B. Maffei | | 12/22/2020 |
| **Signature of Reporting Person | Date |
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