SEC Form 4 · accession 0001225208-15-000613
Liberty Broadband Corp · LBRDA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John C Malone
Director · 10% Owner
Period of report
Dec 31, 2014
Accepted (ET)
Jan 5, 2015 · 8:25 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001611983
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Series C Common StockF1 | Dec 31, 2014 | X | 49,853 | $40.36 | A | 216,024 | I | By Spouse |
| Series C Common StockF2 | Dec 31, 2014 | X | 73,590 | $40.36 | A | 318,888 | I | John C. Malone June 2003 Charitable Remainder Unitrust |
| Series C Common StockF3 | holding | — | — | — | 4,617,054 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Subscription Right (Right to Buy) - LBRKRF4,F5,F6 | $40.36 | Dec 31, 2014 | G | 992,000 | D | — | — | Series C Common Stock | 992,000 | 0 | D |
| Subscription Right (Right to Buy) - LBRKRF4,F7,F5,F6 | $40.36 | Dec 31, 2014 | X | 49,853 | D | — | — | Series C Common Stock | 49,853 | 0 | I |
| Subscription Right (Right to Buy) - LBRKRF4,F5,F6 | $40.36 | Dec 31, 2014 | X | 73,590 | D | — | — | Series C Common Stock | 73,590 | 0 | I |
| Subscription Right (Right to Buy) - LBRKRF4,F8,F5,F6 | $40.36 | holding | — | — | — | — | — | Series C Common Stock | 393,332 | 393,332 | I |
Explanation of responses
- F1Includes 166,171 shares acquired in a pro rata distribution by Liberty Media Corporation ("Liberty") on November 4, 2014 in connection with the spin-off of the Issuer (formerly a wholly-owned subsidiary of Liberty) from Liberty (the "spin-off"). The reporting person disclaims beneficial ownership of these shares owned by his spouse.
- F2Includes 245,298 shares acquired in a pro rata distribution by Liberty on November 4, 2014 in connection with the spin-off.
- F3Consists of 4,617,054 shares acquired in a pro rata distribution by Liberty on November 4, 2014 in connection with the spin-off.
- F4The rights offering is subject to termination or extension by the Issuer at any time prior to consummation.
- F5The rights offering commenced on December 11, 2014.
- F6The rights offering will expire at 5:00 p.m., New York City time, on January 9, 2015 unless extended by the Issuer.
- F7The reporting person disclaimed beneficial ownership of these shares owned by his spouse.
- F8Consists of 393,332 rights to acquire shares of the Issuer's Series C Common Stock received by the reporting person in a pro rata distribution on December 10, 2014. Such rights were transferred to a charitable remainder trust of which the reporting person is sole trustee and, together with his spouse, retains a unitrust interest in the trust.