0001225208-20-015021.txt : 20201222 0001225208-20-015021.hdr.sgml : 20201222 20201222165156 ACCESSION NUMBER: 0001225208-20-015021 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: 001-38385 FILM NUMBER: 201408694 MAIL ADDRESS: STREET 1: 12300 LIBERTY BOULEVARD 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 0001663090 Wendling Brian J 12300 LIBERTY BOULEVARD ENGLEWOOD CO 80112 1 CAO/PFO Series A Common Stock 2020-12-18 4 D 0 14821.0000 0 D 0.0000 D Stock Option (Right to Buy) - GLIBA 39.1700 2020-12-18 4 D 0 6973.0000 0.0000 D 2022-05-12 Series A Common Stock 6973.0000 0.0000 D Stock Option (Right to Buy) - GLIBA 39.1700 2020-12-18 4 D 0 16602.0000 0.0000 D 2023-05-12 Series A Common Stock 16602.0000 0.0000 D Stock Option (Right to Buy) - GLIBA 95.5700 2020-12-18 4 D 0 17248.0000 0.0000 D 2027-12-07 Series A Common Stock 17248.0000 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 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 was granted on May 12, 2015, vesting 50% on December 31, 2019 and 50% on December 31, 2020. The derivative security vests in two equal installments on December 7, 2022 and 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 Brian J. Wendling 2020-12-22