SEC Form 4 · accession 0001104659-26-099319
Liberty Broadband Corp · LBRDA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Series C Common Stock | Aug 18, 2026 | X | 66,000 | $88.3681 | D | 6,680,933 | D | |
| Series C Common Stock | Aug 19, 2026 | X | 66,000 | $88.3681 | D | 6,614,933 | D | |
| Series A Common StockF3 | Aug 19, 2026 | D | 1,153,227 | — | D | 0 | D | |
| Series B Common StockF4,F3 | Aug 19, 2026 | D | 58,184 | — | D | 0 | D | |
| Series C Common StockF3 | Aug 19, 2026 | D | 6,614,933 | — | D | 0 | D | |
| Series B Common StockF4,F3 | Aug 19, 2026 | D | 122,649 | — | D | 0 | I | John C. Malone June 2003 Charitable Remainder Unitrust |
| Series A Common StockF3,F5 | Aug 19, 2026 | D | 25,444 | — | D | 0 | I | Leslie A. Malone 1995 Revocable Trust |
| Series B Common StockF4,F3,F5 | Aug 19, 2026 | D | 57,641 | — | D | 0 | I | Leslie A. Malone 1995 Revocable Trust |
| Series C Common StockF3,F5 | Aug 19, 2026 | D | 357,106 | — | D | 0 | I | Leslie A. Malone 1995 Revocable Trust |
| Series C Common StockF3 | Aug 19, 2026 | D | 213,332 | — | D | 0 | I | Malone LG 2013 Charitable Remainder Unitrust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Call option(obligation to sell)F6,F7 | $120.7698 | Aug 18, 2026 | E | 66,000 | D | — | — | Series C Common Stock | 66,000 | 934,000 | D |
| Put option (right to sell)F6,F7 | $88.3681 | Aug 18, 2026 | X | 66,000 | D | — | — | Series C Common Stock | 66,000 | 934,000 | D |
| Call option(obligation to sell)F6,F7 | $120.7698 | Aug 19, 2026 | E | 66,000 | D | — | — | Series C Common Stock | 66,000 | 868,000 | D |
| Put option (right to sell)F6,F7 | $88.3681 | Aug 19, 2026 | X | 66,000 | D | — | — | Series C Common Stock | 66,000 | 868,000 | D |
| Call option(obligation to sell)F8,F6,F7 | $120.7698 | Aug 19, 2026 | J | 868,000 | D | — | — | Series C Common Stock | 868,000 | 0 | D |
| Put option (right to sell)F8,F6,F7 | $88.3681 | Aug 19, 2026 | J | 868,000 | D | — | — | Series C Common Stock | 868,000 | 0 | D |
| Call option(obligation to sell)F9,F10,F11 | $114.003 | Aug 19, 2026 | J | 400,000 | D | — | — | Series C Common Stock | 400,000 | 0 | D |
| Put option (right to sell)F9,F10,F11 | $71.55 | Aug 19, 2026 | J | 400,000 | D | — | — | Series C Common Stock | 400,000 | 0 | D |
Explanation of responses
- F1On August 18, 2026, the Reporting Person physically settled the first component of the 2019 Transaction (as defined in the Remarks section).
- F10The 2021 Transaction is divided into 5 components, each of which are with respect to 80,000 shares of Series C Common Stock. The components mature on sequential trading days over the period beginning on August 21, 2028 and ending on August 25, 2028.
- F11The 2021 Transaction is a "zero-cost collar" in which no premium was exchanged for either the call options or the put options.
- F2On August 19, 2026, the Reporting Person physically settled the second component of the 2019 Transaction.
- F3Pursuant to the terms of the Merger Agreement (as defined in the Remarks section), at the effective time of the Merger (as defined in the Remarks section), each share of the Issuer's Series A Common Stock, Series B Common Stock and Series C Common Stock issued and outstanding immediately prior to the effective time of the Merger was automatically converted into 0.2360 of a share of Charter Communications, Inc. ("Charter") Class A common stock ("Charter Common Stock"), except that cash (without interest) was paid in lieu of fractional shares.
- F4Each share of Series B Common Stock is convertible, at the holder's election, into one share of Series A Common Stock, at any time for no consideration other than the surrender of the share of Series B Common Stock for each share of Series A Common Stock.
- F5The Reporting Person disclaims beneficial ownership of these shares owned by his spouse.
- F6The 2019 Transaction is divided into 15 components, each of the first 5 of which are with respect to 66,000 shares of Series C Common Stock and each of the next 10 of which are with respect to 67,000 shares of Series C Common Stock. The components mature on sequential trading days over the period beginning on August 18, 2026 and ending on September 8, 2026.
- F7The 2019 Transaction is a "zero-cost collar" in which no premium was exchanged for either the call options or the put options.
- F8As a result of the Merger, the dealer counterparty to the 2019 Transaction adjusted the transaction pursuant to its terms to (i) substitute each Share of Series C Common Stock underlying the 2019 Transaction for 0.2360 shares of Charter Common Stock and (ii) adjusted the strike prices of the call options and put options.
- F9As a result of the Merger, the dealer counterparty to the 2021 Transaction (as defined in the Remarks section) adjusted the transaction pursuant to its terms to (i) substitute each Share of Series C Common Stock underlying the 2021 Transaction for 0.2360 shares of Charter Common Stock and (ii) adjusted the strike prices of the call options and put options.
Remarks
On each of September 12, 2019 (the "2019 Transaction") and September 14, 2021 (the "2021 Transaction"), the Reporting Person entered into a "zero-cost collar" arrangement pursuant to which he wrote European call options and purchased European put options over an aggregate of 1,000,000 shares of Series C Common Stock and 400,000 shares of Series C Common Stock, respectively. For each of the 2019 Transaction and 2021 Transaction, only one of the options can be in the money on the expiration date, at which time the in-the-money options will be exercised, and the other options will expire. If neither the put options nor the call options are in the money on the expiration date, both the put and call options will expire. Each transaction will be settled in cash unless the Reporting Person elects physical settlement. As a result of the spin-off (the "Spin-Off") of GCI Liberty, Inc. (which is now known as Liberty Capital Corporation) from the Issuer on July 15, 2025, the dealer counterparty to the transactions adjusted the strike price of the call options and put options of each transaction pursuant to its terms. Pursuant to the Agreement and Plan of Merger, dated as of November 12, 2024 (the "Merger Agreement"), by and among the Issuer, Charter, Fusion Merger Sub 1, LLC, a Delaware limited liability company and wholly owned subsidiary of Charter ("Merger LLC"), and Fusion Merger Sub 2, Inc., a Delaware corporation and wholly owned subsidiary of Merger LLC ("Merger Sub"), on August 19, 2026, 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 the surviving company and a wholly owned subsidiary of Charter.