SEC Form 4 · accession 0001225208-16-030550
Liberty Broadband Corp · LBRDA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christopher W Shean
Officer — Chief Financial Officer
Period of report
Mar 29, 2016
Accepted (ET)
Mar 31, 2016 · 7:40 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 | Mar 29, 2016 | M | 12,433 | $33.12 | A | 28,887 | D | |
| Series A Common Stock | Mar 29, 2016 | M | 336 | $33.12 | A | 29,223 | D | |
| Series A Common StockF2 | Mar 29, 2016 | S | 8,500 | $58.0373 | D | 20,723 | D | |
| Series A Common Stock | Mar 29, 2016 | F | 9,041 | $58.05 | D | 11,682 | D | |
| Series C Common Stock | Mar 29, 2016 | M | 25,125 | $33.11 | A | 59,918 | D | |
| Series C Common Stock | Mar 29, 2016 | M | 679 | $33.11 | A | 60,597 | D | |
| Series C Common StockF3 | Mar 29, 2016 | S | 16,501 | $57.9557 | D | 44,096 | D | |
| Series C Common Stock | Mar 29, 2016 | F | 18,848 | $57.94 | D | 25,248 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option - LBRDA (Right to Buy)F4,F5 | $33.12 | Mar 29, 2016 | M | 12,433 | D | — | Mar 19, 2020 | Series A Common Stock | 12,433 | 12,432 | D |
| Stock Option - LBRDA (Right to Buy)F4,F5 | $33.12 | Mar 29, 2016 | M | 336 | D | — | Dec 17, 2016 | Series A Common Stock | 336 | 0 | D |
| Stock Option - LBRDK (Right to Buy)F4,F5 | $33.11 | Mar 29, 2016 | M | 25,125 | D | — | Mar 19, 2020 | Series C Common Stock | 25,125 | 25,124 | D |
| Stock Option - LBRDK (Right to Buy)F4,F5 | $33.11 | Mar 29, 2016 | M | 679 | D | — | Dec 17, 2016 | Series C Common Stock | 679 | 0 | D |
Explanation of responses
- F1Includes 16,454 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").
- F2The price is a weighted average price. These shares were sold in multiple transactions ranging from $58.020 to $58.059, 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.
- F3The price is a weighted average price. These shares were sold in multiple transactions ranging from $57.918 to $57.980, 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.
- F4The spin-off was effected by the distribution to each holder of Liberty's 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.
- F5The derivative security is fully vested.