0001225208-22-004375.txt : 20220308 0001225208-22-004375.hdr.sgml : 20220308 20220308163416 ACCESSION NUMBER: 0001225208-22-004375 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220304 FILED AS OF DATE: 20220308 DATE AS OF CHANGE: 20220308 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MAFFEI GREGORY B CENTRAL INDEX KEY: 0001099636 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36713 FILM NUMBER: 22722175 MAIL ADDRESS: STREET 1: 12300 LIBERTY BLVD CITY: ENGLEWOOD STATE: CO ZIP: 80112 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Liberty Broadband Corp CENTRAL INDEX KEY: 0001611983 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 471211994 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12300 LIBERTY BLVD CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 720-875-5400 MAIL ADDRESS: STREET 1: 12300 LIBERTY BLVD CITY: ENGLEWOOD STATE: CO ZIP: 80112 4 1 doc4.xml X0306 4 2022-03-04 0001611983 Liberty Broadband Corp LBRDA 0001099636 MAFFEI GREGORY B 12300 LIBERTY BLVD. ENGLEWOOD CO 80112 1 1 1 President/CEO Series B Common Stock 2022-03-04 4 M 0 37544.0000 97.2100 A 46716.0000 D Series B Common Stock 2022-03-04 4 D 0 7039.0000 0 D 39677.0000 D Series B Common Stock 2022-03-04 4 F 0 30505.0000 135.8300 D 9172.0000 D Series C Common Stock 2022-03-04 4 A 0 7039.0000 0 A 916731.0000 D Series C Common Stock 529352.0000 I Maven 2016 - 1 GRAT Series C Common Stock 365103.0000 I Maven 2017 - 1 GRAT Stock Option - LBRDB (Right to Buy) 97.2100 2022-03-04 4 M 0 37544.0000 0.0000 D 2022-03-31 Series B Common Stock 37544.0000 0.0000 D The reporting person has agreed, pursuant to the stipulation and order (as defined in the Remarks section), to immediately following the exercise of the Option (as defined in the Remarks section), exchange each share of the Issuer's Series B common stock issued upon such exercise for one share of the Issuer's Series C common stock. These transactions were approved by the Issuer's board of directors pursuant to Rule 16b-3 of the Securities Exchange Act of 1934, as amended. Includes the distribution to the reporting person's direct holdings of 46,400 shares of the Issuer's Series C common stock on March 1, 2022, and of 500 shares of the Issuer's Series C common stock on March 2, 2022, by the Maven 2016-1 GRAT. The reporting person is the sole trustee of the grantor retained annuity trust, for the benefit of himself, his spouse and his children. This Option was received on December 18, 2020 pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated August 6, 2020, by and among GCI Liberty, Inc. (as defined in the Remarks section), 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. The reporting person has agreed, pursuant to the stipulation and order, to, immediately following the exercise of these Options, exchange each share of the Issuer's Series B common stock issued upon such exercise for one share of the Issuer's Series C common stock. The derivative security is fully vested. On October 9, 2020, a putative class action complaint was filed by two purported stockholders of GCI Liberty, Inc. ("GCI Liberty"). The lawsuit named as defendants GCI Liberty, as well as the members of the GCI Liberty board of directors, including the reporting person. On November 21, 2020, the plaintiffs and defendants filed a stipulation and proposed order describing an agreement reached among them, which stipulation and proposed order the Court granted on November 23, 2020 (the "stipulation and order"). As part of the agreement reached among the parties to the lawsuit, Mr. Maffei agreed that immediately following the exercise of any options to acquire Series B common stock of the Issuer Mr. Maffei holds as a result of the completion of the transactions pursuant to the Merger Agreement (such options, the "Options" and each, an "Option"), he will exchange each share of Series B common stock of the Issuer issued upon such exercise for one share of non-voting Series C common stock of the Issuer. /s/ Brittany A. Uthoff as Attorney-in-Fact for Gregory B. Maffei 2022-03-08