SEC Form 4 · accession 0001225208-15-013100
Liberty Broadband Corp · LBRDA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Donne F Fisher
Director
Period of report
May 28, 2015
Accepted (ET)
Jun 1, 2015 · 6:49 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 A Common StockF1 | May 28, 2015 | M | 131 | $3.84 | A | 5,924 | D | |
| Series A Common Stock | May 28, 2015 | M | 46 | $9.34 | A | 5,970 | D | |
| Series A Common Stock | May 28, 2015 | F | 9 | $53.34 | D | 5,961 | D | |
| Series A Common Stock | May 28, 2015 | F | 10 | $53.33 | D | 5,951 | D | |
| Series C Common Stock | May 28, 2015 | M | 266 | $3.83 | A | 32,869 | D | |
| Series C Common Stock | May 28, 2015 | M | 93 | $9.34 | A | 32,962 | D | |
| Series C Common Stock | May 28, 2015 | F | 37 | $53.29 | D | 32,925 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| SAR - LBRDA Stock Appreciation RightsF2,F3 | $9.34 | May 28, 2015 | M | 46 | D | — | Jun 1, 2015 | Series A Common Stock | 46 | 0 | D |
| SAR - LBRDA Stock Appreciation RightsF2,F3 | $3.84 | May 28, 2015 | M | 131 | D | — | Jun 1, 2015 | Series A Common Stock | 131 | 0 | D |
| SAR - LBRDK Stock Appreciation RightsF2,F3 | $9.34 | May 28, 2015 | M | 93 | D | — | Jun 1, 2015 | Series C Common Stock | 93 | 0 | D |
| SAR - LBRDK Stock Appreciation RightsF2,F3 | $3.83 | May 28, 2015 | M | 266 | D | — | Jun 1, 2015 | Series C Common Stock | 266 | 0 | D |
Explanation of responses
- F1The reporting person's holdings were decreased by one share from the Form 4 filed by the reporting person on December 17, 2014, as the result of an accounting reconciliation.
- F2This stock appreciation right was granted as a result of the spin-off (as described in the Remarks section). In connection with the completion of the spin-off, all equity awards held by the reporting person with respect to Liberty Media Corporation's ("LMC") 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.
- F3The derivative security is fully vested.
Remarks
On November 4, 2014, LMC completed the spin-off (the "spin-off") of the Issuer (formerly a wholly-owned subsidiary of LMC), which was effected by the distribution to each holder of LMC's common stock of shares of the corresponding series of the Issuer's common stock.