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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) - GLIBA | $ 55.96 | 12/18/2020 | D | 108,557 | (6) | 12/26/2024 | Series A Common Stock | 108,557 | $ 0 (7) | 0 | D | ||||
| Stock Option (Right to Buy) - GLIBA | $ 57.48 | 12/18/2020 | D | 148,100 | 12/31/2020 | 03/13/2027 | Series A Common Stock | 148,100 | $ 0 (7) | 0 | D | ||||
| Stock Option (Right to Buy) - GLIBA | $ 71.13 | 12/18/2020 | D | 359,329 | 12/31/2023 | 12/15/2026 | Series A Common Stock | 359,329 | $ 0 (7) | 0 | D | ||||
| Stock Option (Right to Buy) - GLIBA | $ 95.57 | 12/18/2020 | D | 303,491 | 12/31/2024 | 12/07/2027 | Series A Common Stock | 303,491 | $ 0 (7) | 0 | D | ||||
| Stock Option (Right to Buy) - GLIBB | $ 56.38 | 12/18/2020 | D | 119,545 | (6) | 03/29/2023 | Series B Common Stock | 119,545 | $ 0 (8) | 0 | D | ||||
| Stock Option (Right to Buy) - GLIBB | $ 56.38 | 12/18/2020 | D | 64,732 | (6) | 03/31/2022 | Series B Common Stock | 64,732 | $ 0 (8) | 0 | D | ||||
| Stock Option (Right to Buy) - GLIBB | $ 56.38 | 12/18/2020 | D | 258,724 | (6) | 05/11/2024 | Series B Common Stock | 258,724 | $ 0 (8) | 0 | D | ||||
| Stock Option (Right to Buy) - GLIBB | $ 56.38 | 12/18/2020 | D | 637,561 | (6) | 12/24/2021 | Series B Common Stock | 637,561 | $ 0 (8) | 0 | D | ||||
| Stock Option (Right to Buy) - GLIBB | $ 58.11 | 12/18/2020 | D | 21,457 | 05/13/2019(6) | 03/06/2026 | Series B Common Stock | 21,457 | $ 0 (8) | 0 | D | ||||
| Stock Option (Right to Buy) - GLIBB | $ 54.01 | 12/18/2020 | D | 143,044 | 12/31/2018(6) | 03/05/2025 | Series B Common Stock | 143,044 | $ 0 (8) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MAFFEI GREGORY B 12300 LIBERTY BOULEVARD ENGLEWOOD, CO 80112 |
X | X | President and CEO | |
| /s/ Craig Troyer as Attorney-in-Fact for Gregory B. Maffei | 12/22/2020 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | 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, John C. Malone 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. |
| (2) | 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. |
| (3) | 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. |
| (4) | 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 transactions contemplated by the Merger Agreement. |
| (5) | The reporting person is the sole trustee of the grantor retained annuity trust, for the benefit of himself, his spouse and his children. |
| (6) | The derivative security is fully vested. |
| (7) | 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. |
| (8) | Pursuant to the terms of the Merger Agreement, each outstanding stock option to purchase shares of the Issuer's Series B common stock (an "original Series B stock option") was converted into 0.580 of a corresponding stock option to purchase shares of Parent's Series B common stock, rounded down to the nearest whole share. The exercise price of the original Series B 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 B common stock are subject to the same vesting, terms, restrictions and other conditions as those applicable to the corresponding original Series B stock option. |
| Remarks: 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. | |