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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 - LBRDB (Right to Buy) | $ 97.21 | 03/04/2022 | M | 37,544 (4) | (5) | 03/31/2022 | Series B Common Stock | 37,544 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MAFFEI GREGORY B 12300 LIBERTY BLVD. ENGLEWOOD, CO 80112 |
X | X | President/CEO |
/s/ Brittany A. Uthoff as Attorney-in-Fact for Gregory B. Maffei | 03/08/2022 | |
**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) | The reporting person has agreed, pursuant to the stipulation and order (as defined in the Remarks section), to immediately following the exercise of the Option (as defined in the Remarks section), exchange each share of the Issuer's Series B common stock issued upon such exercise for one share of the Issuer's Series C common stock. These transactions were approved by the Issuer's board of directors pursuant to Rule 16b-3 of the Securities Exchange Act of 1934, as amended. |
(2) | Includes the distribution to the reporting person's direct holdings of 46,400 shares of the Issuer's Series C common stock on March 1, 2022, and of 500 shares of the Issuer's Series C common stock on March 2, 2022, by the Maven 2016-1 GRAT. |
(3) | The reporting person is the sole trustee of the grantor retained annuity trust, for the benefit of himself, his spouse and his children. |
(4) | This Option was received on December 18, 2020 pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated August 6, 2020, by and among GCI Liberty, Inc. (as defined in the Remarks section), the Issuer, Grizzly Merger Sub 1, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Issuer ("Merger LLC"), and Grizzly Merger Sub 2, Inc., a Delaware corporation and a wholly owned subsidiary of Merger LLC. The reporting person has agreed, pursuant to the stipulation and order, to, immediately following the exercise of these Options, exchange each share of the Issuer's Series B common stock issued upon such exercise for one share of the Issuer's Series C common stock. |
(5) | The derivative security is fully vested. |
Remarks: On October 9, 2020, a putative class action complaint was filed by two purported stockholders of GCI Liberty, Inc. ("GCI Liberty"). The lawsuit named as defendants GCI Liberty, as well as the members of the GCI Liberty board of directors, including the reporting person. On November 21, 2020, the plaintiffs and defendants filed a stipulation and proposed order describing an agreement reached among them, which stipulation and proposed order the Court granted on November 23, 2020 (the "stipulation and order"). As part of the agreement reached among the parties to the lawsuit, Mr. Maffei agreed that immediately following the exercise of any options to acquire Series B common stock of the Issuer Mr. Maffei holds as a result of the completion of the transactions pursuant to the Merger Agreement (such options, the "Options" and each, an "Option"), he will exchange each share of Series B common stock of the Issuer issued upon such exercise for one share of non-voting Series C common stock of the Issuer. |