SEC Form 4 · accession 0001225208-26-007245

Liberty Broadband Corp · LBRDA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

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.
• F2The reporting person is the sister-in-law of the sole trustee and, as the settlor of the trust, also retains a power of substitution with respect to the assets held by the trust. The reporting person, therefore, may be deemed to have shared dispositive power over the securities held by the trust. The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.
• F3The reporting person is the sole trustee of the trust. The beneficiary of the trust is a member of the reporting person's immediate family, and the reporting person disclaims beneficial ownership of the securities held by the trust except to the extent of her pecuniary interest therein.
• F4The reporting person is the sole trustee of the trust and, as the settlor of the trust, also retains a power of substitution with respect to the assets held by the trust. The reporting person disclaims beneficial ownership of the securities held by the trust except to the extent of her pecuniary interest therein.
• F5The reporting person disclaims beneficial ownership of these shares owned by her spouse.
• F6The reporting person is the sole trustee of the trust. The beneficiaries of the trust are members of the reporting person's immediate family, and the reporting person disclaims beneficial ownership of the securities held by the trust except to the extent of her pecuniary interest therein.
• F7These shares were held in a managed account under the trading discretion of an investment manager (the "Managed Account"). Three trusts (the "Trusts") for the benefit of members of the reporting person's immediate family collectively have a one-third interest in the Managed Account. The reporting person's spouse was appointed as the successor trustee of the Trusts. The reporting person disclaims beneficial ownership of the securities held by the Trusts and the Managed Account except to the extent of her pecuniary interest therein.
• F8These options were fully exercisable.
• F9Pursuant 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.