0001225208-20-015028.txt : 20201222
0001225208-20-015028.hdr.sgml : 20201222
20201222165233
ACCESSION NUMBER: 0001225208-20-015028
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: Wendling Brian J
CENTRAL INDEX KEY: 0001663090
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36713
FILM NUMBER: 201408706
MAIL ADDRESS:
STREET 1: 12300 LIBERTY BOULEVARD
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
0001663090
Wendling Brian J
12300 LIBERTY BLVD.
ENGLEWOOD
CO
80112
1
CAO/PFO
Series C Common Stock
2020-12-18
4
A
0
8596.0000
0.0000
A
9160.0000
D
Stock Option - LBRDK (Right to Buy)
67.5400
2020-12-18
4
A
0
4044.0000
0.0000
A
2022-05-12
Series C Common Stock
4044.0000
4044.0000
D
Stock Option - LBRDK (Right to Buy)
67.5400
2020-12-18
4
A
0
9629.0000
0.0000
A
2023-05-12
Series C Common Stock
9629.0000
9629.0000
D
Stock Option - LBRDK (Right to Buy)
164.7800
2020-12-18
4
A
0
10003.0000
0.0000
A
2027-12-07
Series C Common Stock
10003.0000
10003.0000
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 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 Brian J. Wendling
2020-12-22