Gregory B. Maffei - 15 Dec 2021 Form 4 Insider Report for Liberty Broadband Corp (LBRDA)

Role
President/CEO, Director, 10%+ Owner
Signature
/s/ Brittany A. Uthoff as Attorney-in-Fact for Gregory B. Maffei
Issuer symbol
LBRDA
Transactions as of
15 Dec 2021
Net transactions value
-$50.13
Form type
4
Filing time
17 Dec 2021, 15:31:34 UTC
Previous filing
14 Dec 2021
Next filing
27 Dec 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction LBRDA Series B Common Stock Options Exercise $35,946,800 +369,785 +4032% $97.21 378,957 15 Dec 2021 Direct F1
transaction LBRDA Series B Common Stock Disposed to Issuer $0 -130,872 -35% $0.000000 248,085 15 Dec 2021 Direct F1
transaction LBRDA Series B Common Stock Tax liability $35,946,850 -238,913 -96% $150.46 9,172 15 Dec 2021 Direct
transaction LBRDA Series C Common Stock Award $0 +130,872 +16% $0.000000 960,693 15 Dec 2021 Direct F1, F2
holding LBRDA Series C Common Stock 576,252 15 Dec 2021 Maven 2016 - 1 GRAT F3
holding LBRDA Series C Common Stock 365,103 15 Dec 2021 Maven 2017 - 1 GRAT F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction LBRDA Stock Option - LBRDB (Right to Buy) Options Exercise $0 -369,785 -100% $0.000000* 0 15 Dec 2021 Series B Common Stock 369,785 $97.21 Direct F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 These holdings were decreased by two shares from the Form 4 filed by the reporting person on December 22, 2020 as the result of an accounting reconciliation. Includes the contribution by the reporting person of 56,746 shares of the Issuer's Series C common stock to the Maven 2017-1 GRAT on July 13, 2021.
F3 The reporting person is the sole trustee of the grantor retained annuity trust, for the benefit of himself, his spouse and his children.
F4 Includes the contribution by the reporting person of 56,746 shares of the Issuer's Series C common stock to the Maven 2017-1 GRAT on July 13, 2021.
F5 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.
F6 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 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.