SEC Form 4 · accession 0001225208-15-009372
Liberty Broadband Corp · LBRDA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Albert E Rosenthaler
Officer — Senior Vice President
Period of report
Mar 31, 2015
Accepted (ET)
Apr 2, 2015 · 6:50 pm EDT
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 Stock | Mar 31, 2015 | M | 33,499 | $33.11 | A | 68,437 | D | |
| Series C Common Stock | Mar 31, 2015 | M | 3,855 | $33.11 | A | 72,292 | D | |
| Series C Common Stock | Mar 31, 2015 | M | 2,086 | $33.11 | A | 74,378 | D | |
| Series C Common Stock | Mar 31, 2015 | F | 2,710 | $57.35 | D | 71,668 | D | |
| Series C Common Stock | Mar 31, 2015 | F | 4,602 | $57.34 | D | 67,066 | D | |
| Series C Common Stock | Mar 31, 2015 | F | 7,743 | $57.36 | D | 59,323 | D | |
| Series C Common StockF1 | Mar 31, 2015 | S | 8,887 | $57.3259 | D | 50,436 | D | |
| Series C Common Stock | Mar 31, 2015 | F | 15,498 | $57.25 | D | 34,938 | D | |
| Series C Common StockF2 | holding | — | — | — | 1,078 | I | By 401(k) Savings Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option - LBRDK (Right to Buy)F3,F4 | $33.11 | Mar 31, 2015 | M | 33,499 | D | — | Mar 19, 2020 | Series C Common Stock | 33,499 | 16,750 | D |
| Stock Option - LBRDK (Right to Buy)F3,F5 | $33.11 | Mar 31, 2015 | M | 2,086 | D | — | Dec 16, 2015 | Series C Common Stock | 2,086 | 0 | D |
| Stock Option - LBRDK (Right to Buy)F3,F5 | $33.11 | Mar 31, 2015 | M | 3,855 | D | — | Dec 17, 2016 | Series C Common Stock | 3,855 | 0 | D |
Explanation of responses
- F1The price is a weighted average price. These shares were sold in multiple transactions ranging from $57.2620 to $57.3780, inclusive. The reporting person undertakes to provide to the Securities and Exchange Commission, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
- F2The number of shares reported as held in the reporting person's 401(k) is based on a statement from the Plan Administator dated as of March 31, 2015.
- F3On November 4, 2014, Liberty Media Corporation ("Liberty") completed the spin-off (the "spin-off") of the Issuer (its former wholly-owned subsidiary), which was effected by the distribution to each holder of its common stock of shares of the corresponding series of the Issuer's common stock. In connection with the completion of the spin-off, all equity awards held by the reporting person with respect to Liberty's common stock (each an "Original LMC Award") were adjusted pursuant to the anti-dilution provisions of the incentive plans under which the equity awards were granted, such that the reporting person received (i) an adjustment to the exercise price or base price, as applicable, and number of shares relating to the Original LMC Award and (ii) an equity award relating to shares of the corresponding series of the Issuer's common stock. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
- F4The portion equal to 66.67% of these options vested as of November 4, 2015. The remainder vest on December 31, 2015.
- F5The derivative security is fully vested.