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LBRDA Liberty Broadband Corporation

56.72
0.00 (0.00%)
Pre Market
Last Updated: 12:00:02
Delayed by 15 minutes
Share Name Share Symbol Market Type
Liberty Broadband Corporation NASDAQ:LBRDA NASDAQ Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 56.72 52.50 58.85 0 12:00:02

Statement of Changes in Beneficial Ownership (4)

22/12/2020 9:53pm

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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5                       
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MALONE JOHN C
2. Issuer Name and Ticker or Trading Symbol

Liberty Broadband Corp [ LBRDA ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

12300 LIBERTY BLVD.
3. Date of Earliest Transaction (MM/DD/YYYY)

12/18/2020
(Street)

ENGLEWOOD, CO 80112
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 A Cumulative Redeemable Preferred Stock 12/18/2020  A  10.0000 A$0 (1)10.0000 D  
Series C Common Stock 12/18/2020  A  2527885.0000 A$0 (2)4648744.0000 D  
Series C Common Stock 12/18/2020  A  117791.0000 A$0 (2)357106.0000 (3)I Leslie A. Malone 1995 Revocable Trust 
Series C Common Stock         213332.0000 I Malone LG 2013 Charitable Remainder Unitrust 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

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 Cumulative Redeemable Preferred Stock was converted into the right to receive 1 share of the Issuer's newly issued Series A Cumulative Redeemable Preferred Stock.
(2) Pursuant to the terms of the Merger Agreement, each share of GCI Liberty's Series A common stock was converted into the right to receive 0.580 of a share of the Issuer's Series C common stock.
(3) The reporting person disclaims beneficial ownership of these shares.

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
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
MALONE JOHN C
12300 LIBERTY BLVD.
ENGLEWOOD, CO 80112
XX


Signatures
/s/ Craig Troyer as Attorney-in-Fact for John C. Malone12/22/2020
**Signature of Reporting PersonDate

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