0001225208-20-015020.txt : 20201222 0001225208-20-015020.hdr.sgml : 20201222 20201222165151 ACCESSION NUMBER: 0001225208-20-015020 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: 001-38385 FILM NUMBER: 201408693 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 0001195195 ROSENTHALER ALBERT E 12300 LIBERTY BOULEVARD ENGLEWOOD CO 80112 1 Chief Corp. Dev. Officer Series A Common Stock 2020-12-18 4 D 0 52076.0000 0 D 0.0000 D Series A Common Stock 2020-12-18 4 D 0 1830.0000 0 D 0.0000 I By 401(k) Savings Plan Stock Option (Right to Buy) - GLIBA 55.9600 2020-12-18 4 D 0 17234.0000 0.0000 D 2022-03-04 Series A Common Stock 17234.0000 0.0000 D Stock Option (Right to Buy) - GLIBA 55.9600 2020-12-18 4 D 0 33290.0000 0.0000 D 2023-03-04 Series A Common Stock 33290.0000 0.0000 D Stock Option (Right to Buy) - GLIBA 95.5700 2020-12-18 4 D 0 31158.0000 0.0000 D 2027-12-07 Series A Common Stock 31158.0000 0.0000 D Stock Option (Right to Buy) - GLIBA 55.9600 2020-12-18 4 D 0 4208.0000 0.0000 D 2024-12-26 Series A Common Stock 4208.0000 0.0000 D 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. The number of shares reported as held in the reporting person's 401(k) is based on a statement from the Plan Administrator dated as of November 30, 2020, pro forma for the transations 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 the Issuer'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 Parent'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 Parent'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 Decemember 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 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 Albert E. Rosenthaler 2020-12-22