SEC Form 4 · accession 0001225208-26-007238
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 A Common StockF1 | Aug 19, 2026 | D | 270 | $0.00 | D | 0 | D | |
| Series A Cumulative Redeemable Preferred StockF2 | Aug 19, 2026 | D | 225 | $0.00 | D | 0 | D | |
| Series C Common StockF1 | Aug 19, 2026 | D | 12,085 | $0.00 | D | 0 | 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 - LBRDK (Right to Buy)F4,F3 | $108.82 | Aug 19, 2026 | D | 3,804 | D | — | Dec 10, 2027 | Series C Common Stock | 3,804 | 0 | D |
| Stock Option - LBRDK (Right to Buy)F4,F3 | $110.24 | Aug 19, 2026 | D | 4,688 | D | — | Dec 10, 2027 | Series C Common Stock | 4,688 | 0 | D |
| Stock Option - LBRDK (Right to Buy)F4,F3 | $71.17 | Aug 19, 2026 | D | 3,428 | D | — | Dec 11, 2030 | Series C Common Stock | 3,428 | 0 | D |
| Stock Option - LBRDK (Right to Buy)F4,F3 | $72.31 | Aug 19, 2026 | D | 8,159 | D | — | Dec 13, 2030 | Series C Common Stock | 8,159 | 0 | D |
Explanation of responses
- F1Pursuant 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 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, except that cash (without interest) was paid in lieu of fractional shares.
- F2Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each share of the Issuer's Series A Cumulative Redeemable Preferred Stock issued and outstanding immediately prior to the effective time of the Merger was automatically converted into one share of newly issued Charter Series A Cumulative Redeemable Preferred Stock.
- F3These options were fully exercisable.
- F4Pursuant to the terms of the Merger Agreement, immediately prior to the effective time of the Merger, such stock option of the Issuer was cancelled for no consideration.
Remarks
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.