SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
MAFFEI GREGORY B

(Last) (First) (Middle)
12300 LIBERTY BLVD.

(Street)
ENGLEWOOD CO 80112

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Liberty Broadband Corp [ LBRDA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
President/CEO
3. Date of Earliest Transaction (Month/Day/Year)
03/04/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 B Common Stock 03/04/2022 M 37,544(1) A $97.21(1) 46,716 D
Series B Common Stock 03/04/2022 D 7,039(1) D $0(1) 39,677 D
Series B Common Stock 03/04/2022 F 30,505 D $135.83 9,172 D
Series C Common Stock 03/04/2022 A 7,039(1) A $0(1) 916,731(2) D
Series C Common Stock 529,352(2) I Maven 2016 - 1 GRAT(3)
Series C Common Stock 365,103 I Maven 2017 - 1 GRAT(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option - LBRDB (Right to Buy) $97.21 03/04/2022 M 37,544(4) (5) 03/31/2022 Series B Common Stock 37,544 $0.0000 0.0000 D
Explanation of Responses:
1. 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.
2. 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.
3. The reporting person is the sole trustee of the grantor retained annuity trust, for the benefit of himself, his spouse and his children.
4. 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.
5. The derivative security is fully vested.
Remarks:
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 03/08/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.