UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

LIBERTY BROADBAND CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

 

47-1211994

(State of Incorporation or organization)

 

(I.R.S. Employer Identification no.)

 

 

 

12300 Liberty Boulevard

 

 

Englewood, Colorado

 

80112

(Address of Principal Executive Offices)

 

(Zip Code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Name of each exchange on which

to be so registered

 

each class is to be registered

 

 

 

Subscription Rights to Purchase Shares of Series C Common Stock

 

The NASDAQ Stock Market LLC

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o

 

Securities Act registration statement file number to which this form relates:

333-199428

 

 

 

(if applicable)

 

Securities to be registered pursuant to Section 12(g) of the Act:  None

 

 

 


 

Item 1.  Description of Registrant’s Securities to be Registered.

 

The securities to be registered hereby are the transferable subscription rights to purchase shares of Series C Common Stock (the “Series C Rights”) of Liberty Broadband Corporation (the “Registrant”), each of which entitles the holder thereof to purchase one share of Series C Common Stock, $0.01 par value, of the Registrant. The Registrant has applied to list the Series C Rights on the Nasdaq Global Select Market under the symbol “LBRKR.”

 

Reference is made to Amendment No. 3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-199428), which was filed with the Securities and Exchange Commission (the “SEC”) on December 1, 2014 and declared effective by the SEC on December 1, 2014, including any form of prospectus contained therein filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “S-1/A”). The description of the Series C Rights as contained under the caption “The Rights Offering” in the S-1/A is hereby incorporated by reference.

 

Item 2.  Exhibits.

 

The following exhibits are filed as part of this Registration Statement on Form 8-A.

 

Exhibit No.

 

Description

 

 

 

2.1

 

Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on November 10, 2014 (the “8-K”)).

 

 

 

3.1

 

Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the 8-K).

 

 

 

4.1

 

Specimen Certificate for Series C Common Stock Subscription Rights of the Registrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 filed on October 16, 2014 (File No. 333-199428) (the “S-1”)).

 

 

 

4.2

 

Instructions for use of Series C Common Stock Subscription Right Certificates of the Registrant (incorporated by reference to Exhibit 4.3 to the S-1).

 

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SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

 

Liberty Broadband Corporation

 

 

Date: December 8, 2014

By:

/s/ Richard N. Baer

 

Name:

Richard N. Baer

 

Title:

Senior Vice President and General Counsel

 

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EXHIBIT INDEX

 

The following exhibits are filed as part of this Registration Statement on Form 8-A.

 

Exhibit
No.

 

Description

 

 

 

2.1

 

Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on November 10, 2014 (the “8-K”)).

 

 

 

3.1

 

Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the 8-K).

 

 

 

4.1

 

Specimen Certificate for Series C Common Stock Subscription Rights of the Registrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 filed on October 16, 2014 (File No. 333-199428) (the “S-1”)).

 

 

 

4.2

 

Instructions for use of Series C Common Stock Subscription Right Certificates of the Registrant (incorporated by reference to Exhibit 4.3 to the S-1).

 

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