SEC Form 4: Maffei Gregory B exercised 369,785 units of Series B Common Stock at a strike of $97.21, returned 130,872 units of Series B Common Stock to the company, covered exercise/tax liability with 238,913 units of Series B Common Stock and was granted 130,872 units of Series C Common Stock, increasing direct ownership by 10,374% to 960,693 units
$LBRDA
Cable & Other Pay Television Services
Telecommunications
| 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) 12/15/2021 | ||||||||||||||||||||||||||
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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 B Common Stock | 12/15/2021 | M | 369,785(1) | A | $97.21(1) | 378,957 | D | |||
| Series B Common Stock | 12/15/2021 | D | 130,872(1) | D | $0(1) | 248,085 | D | |||
| Series B Common Stock | 12/15/2021 | F | 238,913 | D | $150.46 | 9,172 | D | |||
| Series C Common Stock | 12/15/2021 | A | 130,872(1) | A | $0(1) | 960,693(2) | D | |||
| Series C Common Stock | 576,252 | I | Maven 2016 - 1 GRAT(3) | |||||||
| Series C Common Stock | 365,103(4) | I | Maven 2017 - 1 GRAT(3) | |||||||
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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) | $97.21 | 12/15/2021 | M | 369,785(5) | (6) | 12/24/2021 | Series B Common Stock | 369,785 | $0.0000(5) | 0.0000 | D | ||||
| Explanation of Responses: |
| 1. The reporting person has agreed, pursuant to the stipulation and order (as defined in the Remarks section), to, immediately following the exercise of the Option (as defined in the Remarks section), 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. These transactions were approved by the Issuer's board of directors pursuant to Rule 16b-3 of the Securities Exchange Act of 1934, as amended. |
| 2. These holdings were decreased by two shares from the Form 4 filed by the reporting person on December 22, 2020 as the result of an accounting reconciliation. Includes the contribution by the reporting person of 56,746 shares of the Issuer's Series C common stock to the Maven 2017-1 GRAT on July 13, 2021. |
| 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. Includes the contribution by the reporting person of 56,746 shares of the Issuer's Series C common stock to the Maven 2017-1 GRAT on July 13, 2021. |
| 5. This Option was received on December 18, 2020 pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated August 6, 2020, by and among GCI Liberty, Inc. (as defined in the Remarks section), 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. The reporting person has agreed, pursuant to the stipulation and 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. The derivative security is fully vested. |
| Remarks: |
| On October 9, 2020, a putative class action complaint was filed by two purported stockholders of GCI Liberty, Inc. ("GCI Liberty"). The lawsuit named as defendants GCI Liberty, as well as the members of the GCI Liberty board of directors, including the reporting person. On November 21, 2020, the plaintiffs and defendants filed a stipulation and proposed order describing an agreement reached among them, which stipulation and proposed order the Court granted on November 23, 2020 (the "stipulation and order"). As part of the agreement reached among the parties to the lawsuit, Mr. Maffei agreed that immediately following the exercise of any options to acquire Series B Common Stock Mr. Maffei holds as a result of the completion of the transactions pursuant to the Merger Agreement (such options, the "Options" and each, an "Option"), he will exchange each share of Series B Common Stock of the Issuer issued upon such exercise for one share of non-voting Series C Common Stock of the Issuer. |
| /s/ Brittany A. Uthoff as Attorney-in-Fact for Gregory B. Maffei | 12/17/2021 | |
| ** 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. | ||