UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.02 Unregistered Sales of Equity Securities.
As previously disclosed, on June 13, 2022, Liberty Broadband Corporation (the “Company”) entered into an exchange agreement (the “Exchange Agreement”) among the Company, its Chairman of the Board, John C. Malone, and a revocable trust of which Mr. Malone is the sole trustee and beneficiary (the “JM Trust”), whereby, among other things, Mr. Malone agreed to an arrangement under which his aggregate voting power in the Company would not exceed 49% (the “Target Voting Power”) plus 0.5% (under certain circumstances). In particular, under the terms of the Exchange Agreement, the Company and Mr. Malone or the JM Trust will exchange shares of Series B common stock, par value $0.01 per share of the Company (the “Series B Common Stock”) owned by Mr. Malone or the JM Trust for shares of Series C common stock, par value $0.01 per share of the Company (“Series C Common Stock”), in connection with certain events that would result in Mr. Malone’s aggregate voting power in the Company exceeding the Target Voting Power plus 0.5%.
On January 23, 2023, as a result of the Company’s ongoing stock repurchase program, on the terms and subject to the conditions of the Exchange Agreement, the JM Trust transferred to the Company an aggregate of 54,247 shares of Series B Common Stock and in exchange, the Company issued to the JM Trust an equivalent number of shares of Series C Common Stock. The shares of Series C Common Stock issued by the Company to the JM Trust pursuant to the Exchange Agreement were not registered under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 25, 2023
LIBERTY BROADBAND CORPORATION | ||
By: | /s/ Brittany A. Uthoff | |
Name: Brittany A. Uthoff | ||
Title: Vice President | ||
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