0001225208-20-015015.txt : 20201222 0001225208-20-015015.hdr.sgml : 20201222 20201222165127 ACCESSION NUMBER: 0001225208-20-015015 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: DUNCAN RONALD A CENTRAL INDEX KEY: 0000905853 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38385 FILM NUMBER: 201408687 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 0000905853 DUNCAN RONALD A 12300 LIBERTY BOULEVARD ENGLEWOOD CO 80112 1 Series A Common Stock 2020-12-18 4 D 0 618484.0000 0 D 0.0000 D Series A Cumulative Redeemable Preferred Stock 2020-12-18 4 D 0 351738.0000 0 D 0.0000 D Series A Common Stock 2020-12-18 4 D 0 151206.0000 0 D 0.0000 I By 560 Company, Inc. Series A Cumulative Redeemable Preferred Stock 2020-12-18 4 D 0 99322.0000 0 D 0.0000 I By 560 Company, Inc. Series A Common Stock 2020-12-18 4 D 0 100000.0000 0 D 0.0000 I By GRAT - Ron Duncan 2017 Series A Common Stock 2020-12-18 4 D 0 12600.0000 0 D 0.0000 I By Missy, LLC Series A Cumulative Redeemable Preferred Stock 2020-12-18 4 D 0 4000.0000 0 D 0.0000 I By Missy, LLC Series A Common Stock 2020-12-18 4 D 0 46828.0000 0 D 0.0000 I By Spouse Series A Cumulative Redeemable Preferred Stock 2020-12-18 4 D 0 18041.0000 0 D 0.0000 I By Spouse Restricted Stock Units - GLIBA 2020-12-18 4 D 0 56134.0000 0.0000 D 2023-01-05 2023-01-05 Series A Common Stock 56134.0000 0.0000 D Includes 3,420 shares of Series A common stock previously reported as indirectly held by the reporting person's 401(k) Savings Plan. 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. Includes distributions to the reporting person of: (a) 13,564 shares of Series A Cumulative Redeemable Preferred Stock previously reported as indirectly held by the grantor retained annuity trust; and (b) 581 shares of Series A Cumulative Redeemable Preferred Stock previously reported as indirectly held by the reporting person's 401(k) Savings Plan. 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. A limited liability company, of which the reporting person is the managing and sole member, has a 25% ownership interest in Missy, LLC; his spouse has a 25% ownership interest in Missy, LLC; and his adult daughter holds the remaining 50% ownership interest in Missy, LLC. Accordingly, the reporting person may be deemed to be the indirect beneficial owner of certain of the Issuer's securities owned by Missy, LLC. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. The reporting person disclaims beneficial ownership of these shares owned by his spouse. Each restricted stock unit represents a contingent right to receive one share of Series A Common Stock. Pursuant to the terms of the Merger Agreement, each outstanding award of restricted stock units ("RSUs") with respect to the Issuer's Series A common stock (an "Original RSU") was converted into an award of RSUs with respect to Parent's Series C common stock equal to the number of shares underlying such Original RSU multiplied by 0.580, rounded down to the nearest whole RSU. The RSUs with respect to Parent's Series C common stock are subject to the same vesting, terms, restrictions and other conditions as those applicable to the corresponding Original RSU. 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 Ronald A. Duncan 2020-12-22