If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Rows 7, 9 and 11: (1) Includes 25,444 shares of Liberty Broadband Corporation's, a Delaware corporation (the "Issuer"), Series A common stock, $0.01 par value per share ("Series A Common Stock") held in a revocable trust (the "LM Revocable Trust") with respect to which John C. Malone ("Mr. Malone") and Mr. Malone's wife, Mrs. Leslie Malone ("Mrs. Malone"), are trustees. Mrs. Malone has the right to revoke such trust at any time. Mr. Malone disclaims beneficial ownership of the shares held by the LM Revocable Trust. (2) Includes 62,500 shares of Series A Common Stock held by the Malone Family Land Preservation Foundation, as to which shares Mr. Malone has disclaimed beneficial ownership. Note to Rows 7, 8, 9, 10 and 11: (1) Does not include shares of Series A Common Stock issuable upon conversion of the 265,645 shares of the Issuer's Series B common stock, $0.01 par value per share ("Series B Common Stock"), beneficially owned by Mr. Malone; however, if such shares of Series A Common Stock were included, Mr. Malone would beneficially own, in the aggregate, 1,506,816 shares of Series A Common Stock, and Mr. Malone's aggregate beneficial ownership of Series A Common Stock, as a series, would be 8.1%, subject to the relevant footnotes set forth herein. (2) The Exchange Agreement, the Exchange Side Letter and the Voting Agreement (each as defined and described in Item 6) contain certain provisions relating to the voting of the Series A Common Stock and Series B Common Stock and transfer of the Series B Common Stock beneficially owned by Mr. Malone. See Item 6. Note to Row 13: Calculated based on the 18,254,690 shares of Series A Common Stock outstanding as of June 30, 2025, as reported in the Prospectus filed by GCI Liberty, Inc. under its Registration Statement on Form S-1, filed with the Securities and Exchange Commission on July 2, 2025 (the "Prospectus"). Furthermore, following the JCM Exchange described in Item 6 hereof, 386,988 shares of Series B Common Stock are outstanding as of July 14, 2025, calculated in accordance with Rule 13d-3 of the Securities Exchange Act of 1934 and based (i) on the 2,004,028 shares of Series B Common Stock outstanding as of June 30, 2025, as reported in the Prospectus, and adjusted for (ii) the 1,617,040 shares of Series B Common Stock delivered to the Issuer in the JCM Exchange, and 7,183,812 shares of the Issuer's Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the "Preferred Stock"), were outstanding as of April 30, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025, filed with the Securities and Exchange Commission on May 7, 2025. Each share of Series B Common Stock is convertible, at the option of the holder, into one share of Series A Common Stock. Shares of Series A Common Stock and Preferred Stock are not convertible at the option of the holder. The holders of Series A Common Stock, Series B Common Stock and Preferred Stock generally vote as a single class with respect to all matters voted on by the stockholders of the Issuer. Each share of Series A Common Stock is entitled to one vote, each share of Series B Common Stock is entitled to ten votes, and each share of Preferred Stock is entitled to 1/3 of a vote, in each case, on matters presented to stockholders of the Issuer for their approval. Accordingly, Mr. Malone may be deemed to beneficially own voting equity securities representing approximately 15.9% of the voting power with respect to the general election of directors of the Issuer, based on the outstanding shares noted above. See Item 5.


SCHEDULE 13D


 
John C. Malone
 
Signature:/s/ John C. Malone
Name/Title:John C. Malone
Date:07/16/2025