Statement of Changes in Beneficial Ownership (4)
December 22 2020 - 3:52PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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MALONE JOHN C |
2. Issuer Name and Ticker or Trading Symbol
GRIZZLY MERGER SUB 1, LLC
[
GLIBA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman of the Board |
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(Last)
(First)
(Middle)
12300 LIBERTY BOULEVARD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/18/2020 |
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(Street)
ENGLEWOOD, CO 80112
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Series A Common Stock | 12/18/2020 | | C | | 3830645.0000 | A | $0.0000 (1) | 4358423.0000 | D | |
| Series A Common Stock | 12/18/2020 | | D | | 4358423.0000 | D | $0 (2) | 0.0000 | D | |
| Series A Cumulative Redeemable Preferred Stock | 12/18/2020 | | D | | 10.0000 | D | $0 (3) | 0.0000 | D | |
| Series B Common Stock (4) | 12/18/2020 | | C | | 3830645.0000 | D | $0.0000 (1) | 0.0000 | D | |
| Series A Common Stock | 12/18/2020 | | C | | 123847.0000 | A | $0.0000 (1) | 203090.0000 (5) | I | Leslie A. Malone 1995 Revocable Trust |
| Series A Common Stock | 12/18/2020 | | D | | 203090.0000 | D | $0.0000 (2) | 0.0000 | I | Leslie A. Malone 1995 Revocable Trust |
| Series B Common Stock (4) | 12/18/2020 | | C | | 123847.0000 (6) | D | $0.0000 (1) | 0.0000 | I | Leslie A. Malone 1995 Revocable Trust |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Explanation of Responses: |
| (1) | On October 9, 2020, a putative class action complaint was filed by two purported stockholders of the Issuer in the Court of Chancery of the State of Delaware under the caption Hollywood Firefighters' Pension Fund, et al. v. GCI Liberty, Inc., et al. On November 21, 2020, the plaintiffs and defendants in such lawsuit filed a stipulation and proposed order describing an agreement reached among them. As part of the agreement reached among the parties to the lawsuit, Gregory B. Maffei and the reporting person each agreed that he would convert each outstanding share of the Issuer's Series B common stock he beneficially owns immediately prior to the effective time of the Merger (as defined in the Remarks section) into one share of the Issuer's Series A common stock. |
| (2) | Pursuant to the terms of the Merger Agreement (as defined in the Remarks section), each share of the Issuer's Series A common stock was converted into the right to receive 0.580 of a share of Parent's (as defined in the Remarks section) Series C common stock. |
| (3) | Pursuant to the terms of the Merger Agreement, each share of the Issuer's Series A Cumulative Redeemable Preferred Stock was converted into the right to receive 1 share of Parent's newly issued Series A Cumulative Redeemable Preferred Stock. |
| (4) | Each share of the Issuer's Series B common stock is convertible, at the holder's election, into one share of the Issuer's Series A common stock at any time for no consideration other than the surrender of the share of Series B common stock for the share of Series A common stock. |
| (5) | Includes 79,243 shares of the Issuer's Series A common stock that were previously reported as indirectly held by the reporting person's spouse. The reporting person disclaims beneficial ownership of these shares. |
| (6) | Includes 123,847 shares of the Issuer's Series B common stock that were previously reported as indirectly held by the reporting person's spouse. The reporting person disclaims beneficial ownership of these shares. |
Remarks:
On May 10, 2018, GCI Liberty, Inc., a Delaware corporation (previously known as GCI Merger Sub, Inc.), became the successor of GCI Liberty, Inc., an Alaska corporation, pursuant to a merger. The merger had the effect of changing GCI Liberty's domicile, but did not alter the proportionate interests of security holders. Pursuant to the Agreement and Plan of Merger, dated August 6, 2020 (the "Merger Agreement"), by and among the Issuer, Liberty Broadband Corporation ("Parent"), Grizzly Merger Sub 1, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent ("Merger LLC"), and Grizzly Merger Sub 2, Inc., a Delaware corporation and a wholly owned subsidiary of Merger LLC ("Merger Sub"), on December 18, 2020, 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 a wholly owned subsidiary of Parent. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
MALONE JOHN C
12300 LIBERTY BOULEVARD
ENGLEWOOD, CO 80112 | X | X | Chairman of the Board |
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Signatures
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| /s/ Craig Troyer as Attorney-in-Fact for John C. Malone | | 12/22/2020 |
| **Signature of Reporting Person | Date |
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