ADVFN Logo ADVFN

We could not find any results for:
Make sure your spelling is correct or try broadening your search.

Trending Now

Toplists

It looks like you aren't logged in.
Click the button below to log in and view your recent history.

Hot Features

Registration Strip Icon for discussion Register to chat with like-minded investors on our interactive forums.

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 *

Wendling Brian J
2. Issuer Name and Ticker or Trading Symbol

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

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
CAO/PFO
(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 C Common Stock 12/18/2020  A  8596.0000 A$0.0000 (1)9160.0000 D  

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
Stock Option - LBRDK (Right to Buy) $67.5400 12/18/2020  A   4044.0000     (2)5/12/2022 Series C Common Stock 4044.0000 $0.0000 (3)4044.0000 D  
Stock Option - LBRDK (Right to Buy) $67.5400 12/18/2020  A   9629.0000     (4)5/12/2023 Series C Common Stock 9629.0000 $0.0000 (3)9629.0000 D  
Stock Option - LBRDK (Right to Buy) $164.7800 12/18/2020  A   10003.0000     (5)12/7/2027 Series C Common Stock 10003.0000 $0.0000 (3)10003.0000 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 derivative security is fully vested.
(3) 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.
(4) The derivative security vested 50% on December 31, 2019, and will vest 50% on December 31, 2020.
(5) The derivative security vests 50% on December 7, 2022 and 50% on December 7, 2023.

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
Wendling Brian J
12300 LIBERTY BLVD.
ENGLEWOOD, CO 80112


CAO/PFO

Signatures
/s/ Craig Troyer as Attorney-in-Fact for Brian J. Wendling12/22/2020
**Signature of Reporting PersonDate

1 Year Liberty Broadband Chart

1 Year Liberty Broadband Chart

1 Month Liberty Broadband Chart

1 Month Liberty Broadband Chart