0001225208-20-015014.txt : 20201222 0001225208-20-015014.hdr.sgml : 20201222 20201222165124 ACCESSION NUMBER: 0001225208-20-015014 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: MALONE JOHN C CENTRAL INDEX KEY: 0000937797 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38385 FILM NUMBER: 201408684 MAIL ADDRESS: STREET 1: 12300 LIBERTY BLVD CITY: ENGLEWOOD STATE: CO ZIP: 80112 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GRIZZLY MERGER SUB 1, LLC CENTRAL INDEX KEY: 0000808461 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 471211994 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12300 LIBERTY BOULEVARD CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: (720) 875-5900 MAIL ADDRESS: STREET 1: 12300 LIBERTY BOULEVARD CITY: ENGLEWOOD STATE: CO ZIP: 80112 FORMER COMPANY: FORMER CONFORMED NAME: GCI LIBERTY, INC. DATE OF NAME CHANGE: 20180221 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL COMMUNICATION INC DATE OF NAME CHANGE: 19920703 4 1 doc4.xml X0306 4 2020-12-18 1 0000808461 GRIZZLY MERGER SUB 1, LLC GLIBA 0000937797 MALONE JOHN C 12300 LIBERTY BOULEVARD ENGLEWOOD CO 80112 1 1 1 Chairman of the Board Series A Common Stock 2020-12-18 4 C 0 3830645.0000 0.0000 A 4358423.0000 D Series A Common Stock 2020-12-18 4 D 0 4358423.0000 0 D 0.0000 D Series A Cumulative Redeemable Preferred Stock 2020-12-18 4 D 0 10.0000 0 D 0.0000 D Series B Common Stock 2020-12-18 4 C 0 3830645.0000 0.0000 D 0.0000 D Series A Common Stock 2020-12-18 4 C 0 123847.0000 0.0000 A 203090.0000 I Leslie A. Malone 1995 Revocable Trust Series A Common Stock 2020-12-18 4 D 0 203090.0000 0.0000 D 0.0000 I Leslie A. Malone 1995 Revocable Trust Series B Common Stock 2020-12-18 4 C 0 123847.0000 0.0000 D 0.0000 I Leslie A. Malone 1995 Revocable Trust On October 9, 2020, a putative class action complaint was filed by two purported stockholders of the Issuer in the Court of Chancery of the State of Delaware under the caption Hollywood Firefighters' Pension Fund, et al. v. GCI Liberty, Inc., et al. On November 21, 2020, the plaintiffs and defendants in such lawsuit filed a stipulation and proposed order describing an agreement reached among them. As part of the agreement reached among the parties to the lawsuit, Gregory B. Maffei and the reporting person each agreed that he would convert each outstanding share of the Issuer's Series B common stock he beneficially owns immediately prior to the effective time of the Merger (as defined in the Remarks section) into one share of the Issuer's Series A common stock. 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. 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. Each share of the Issuer's Series B common stock is convertible, at the holder's election, into one share of the Issuer's Series A common stock at any time for no consideration other than the surrender of the share of Series B common stock for the share of Series A common stock. Includes 79,243 shares of the Issuer's Series A common stock that were previously reported as indirectly held by the reporting person's spouse. The reporting person disclaims beneficial ownership of these shares. Includes 123,847 shares of the Issuer's Series B common stock that were previously reported as indirectly held by the reporting person's spouse. The reporting person disclaims beneficial ownership of these shares. On May 10, 2018, GCI Liberty, Inc., a Delaware corporation (previously known as GCI Merger Sub, Inc.), became the successor of GCI Liberty, Inc., an Alaska corporation, pursuant to a merger. The merger had the effect of changing GCI Liberty's domicile, but did not alter the proportionate interests of security holders. 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. /s/ Craig Troyer as Attorney-in-Fact for John C. Malone 2020-12-22