0001225208-20-015027.txt : 20201222 0001225208-20-015027.hdr.sgml : 20201222 20201222165229 ACCESSION NUMBER: 0001225208-20-015027 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201218 FILED AS OF DATE: 20201222 DATE AS OF CHANGE: 20201222 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ROSENTHALER ALBERT E CENTRAL INDEX KEY: 0001195195 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36713 FILM NUMBER: 201408705 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: 000000000 STATE OF INCORPORATION: DE 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 2020-12-18 0001611983 Liberty Broadband Corp LBRDA 0001195195 ROSENTHALER ALBERT E 12300 LIBERTY BLVD. ENGLEWOOD CO 80112 1 Chief Corp. Dev. Officer Series C Common Stock 2020-12-18 4 A 0 30204.0000 0 A 66503.0000 D Series C Common Stock 2020-12-18 4 A 0 1061.0000 0 A 1061.0000 I By 401(k) Savings Plan Stock Option - LBRDK (Right to Buy) 96.4900 2020-12-18 4 A 0 9995.0000 0.0000 A 2022-03-04 Series C Common Stock 9995.0000 9995.0000 D Stock Option - LBRDK (Right to Buy) 96.4900 2020-12-18 4 A 0 19308.0000 0.0000 A 2023-03-04 Series C Common Stock 19308.0000 19308.0000 D Stock Option - LBRDK (Right to Buy) 164.7800 2020-12-18 4 A 0 18071.0000 0.0000 A 2027-12-07 Series C Common Stock 18071.0000 18071.0000 D Stock Option - LBRDK (Right to Buy) 96.4900 2020-12-18 4 A 0 2440.0000 0.0000 A 2024-12-26 Series C Common Stock 2440.0000 2440.0000 D Pursuant to the terms of the Merger Agreement (as defined in the Remarks section), each share of GCI Liberty's (as defined in the Remarks section) Series A common stock was converted into the right to receive 0.580 of a share of the Issuer's Series C common stock. The number of shares reported as held in the reporting person's 401(k) is based on a statement from the Plan Administator dated as of November 30, 2020, pro forma for the transactions contemplated by the Merger Agreement. The derivative security is fully vested. Pursuant to the terms of the Merger Agreement, each outstanding stock option to purchase shares of GCI Liberty's Series A common stock (an "original Series A stock option") was converted into 0.580 of a corresponding stock option to purchase shares of the Issuer's Series C common stock, rounded down to the nearest whole share. The exercise price of the original Series A stock option was divided by 0.580, with the resulting exercise price rounded up to the nearest cent. The stock options with respect to the Issuer's Series C common stock are subject to the same vesting, terms, restrictions and other conditions as those applicable to the corresponding original Series A stock option. The derivative security vested 50% on December 31, 2019, and will vest 50% on December 31, 2020. The derivative security vests 50% on December 7, 2022 and 50% on December 7, 2023. Pursuant to the Agreement and Plan of Merger, dated August 6, 2020 (the "Merger Agreement"), by and among GCI Liberty, Inc. ("GCI Liberty"), 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 ("Merger Sub"), on December 18, 2020, Merger Sub merged with and into GCI Liberty (the "Merger"), with GCI Liberty surviving the Merger as a wholly owned subsidiary of Merger LLC, and immediately following the Merger, GCI Liberty (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 the Issuer. /s/ Craig Troyer as Attorney-in-Fact for Albert E. Rosenthaler 2020-12-22