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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units - GLIBA | (7) | 12/18/2020 | D | 56,134 | 01/05/2023 | 01/05/2023 | Series A Common Stock | 56,134 | $ 0 (8) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| DUNCAN RONALD A 12300 LIBERTY BOULEVARD ENGLEWOOD, CO 80112 |
X | |||
| /s/ Craig Troyer as Attorney-in-Fact for Ronald A. Duncan | 12/22/2020 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Includes 3,420 shares of Series A common stock previously reported as indirectly held by the reporting person's 401(k) Savings Plan. |
| (2) | Pursuant to the terms of the Merger Agreement (as defined in the Remarks section), each share of the Issuer's Series A common stock was converted into the right to receive 0.580 of a share of Parent's (as defined in the Remarks section) Series C common stock. |
| (3) | Includes distributions to the reporting person of: (a) 13,564 shares of Series A Cumulative Redeemable Preferred Stock previously reported as indirectly held by the grantor retained annuity trust; and (b) 581 shares of Series A Cumulative Redeemable Preferred Stock previously reported as indirectly held by the reporting person's 401(k) Savings Plan. |
| (4) | Pursuant to the terms of the Merger Agreement, each share of the Issuer's Series A Cumulative Redeemable Preferred Stock was converted into the right to receive 1 share of Parent's newly issued Series A Cumulative Redeemable Preferred Stock. |
| (5) | A limited liability company, of which the reporting person is the managing and sole member, has a 25% ownership interest in Missy, LLC; his spouse has a 25% ownership interest in Missy, LLC; and his adult daughter holds the remaining 50% ownership interest in Missy, LLC. Accordingly, the reporting person may be deemed to be the indirect beneficial owner of certain of the Issuer's securities owned by Missy, LLC. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. |
| (6) | The reporting person disclaims beneficial ownership of these shares owned by his spouse. |
| (7) | Each restricted stock unit represents a contingent right to receive one share of Series A Common Stock. |
| (8) | Pursuant to the terms of the Merger Agreement, each outstanding award of restricted stock units ("RSUs") with respect to the Issuer's Series A common stock (an "Original RSU") was converted into an award of RSUs with respect to Parent's Series C common stock equal to the number of shares underlying such Original RSU multiplied by 0.580, rounded down to the nearest whole RSU. The RSUs with respect to Parent's Series C common stock are subject to the same vesting, terms, restrictions and other conditions as those applicable to the corresponding Original RSU. |
| Remarks: Pursuant to the Agreement and Plan of Merger, dated August 6, 2020 (the "Merger Agreement"), by and among the Issuer, Liberty Broadband Corporation ("Parent"), Grizzly Merger Sub 1, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent ("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 the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Merger LLC, and immediately following the Merger, the Issuer (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 Parent. | |