If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP Numbers: Series A common stock: 530307
107
Series B common stock: 530307 206
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1.
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Names of Reporting Persons
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I.R.S. Identification Nos. of
Above Persons (Entities Only)
John
C. Malone
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
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OO
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) ¨
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6.
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Citizenship or Place of Organization
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U.S.
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Series A Common Stock: 1,268,781
(1), (2), (3), (4), (5)
Series
B Common Stock: 2,336,663 (1), (5), (6)
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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8.
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Shared Voting Power
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Series A Common Stock: 0 (2), (5)
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Series B Common Stock: 27,171 (5), (7)
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9.
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Sole Dispositive Power
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Series A Common Stock: 1,268,781 (1), (2), (3), (4), (5)
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Series B Common Stock: 2,336,663 (1), (5), (6)
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10.
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Shared Dispositive Power
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Series A Common Stock: 0 (2),
(5)
Series
B Common Stock: 27,171 (5), (7)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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Series A Common Stock: 1,268,781
(1), (2), (3), (4), (5)
Series
B Common Stock: 2,363,834 (1), (5), (6), (7)
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
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13.
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Percent of Class Represented by Amount in Row (11)
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Series A Common Stock: 4.8%
(5), (8)
Series
B Common Stock: 96.4% (5), (8)
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14.
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Type of Reporting Person (See Instructions)
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IN
(1) Includes 25,444 shares of the Issuer’s
(as defined below) Series A common stock, $0.01 par value per share (“Series A Common Stock”), and 57,641 shares
of the Issuer’s Series B common stock, $0.01 par value per share (“Series B Common Stock”), held in a
revocable trust (the “LM Revocable Trust”) with respect to which John C. Malone (“Mr. Malone”)
and Mr. Malone’s wife, Mrs. Leslie Malone (“Mrs. Malone”), are trustees. Mrs. Malone has the right to
revoke such trust at any time. Mr. Malone disclaims beneficial ownership of the shares held by the LM Revocable Trust.
(2) Does not include shares of Series A
Common Stock issuable upon conversion of shares of Series B Common Stock beneficially owned by Mr. Malone; however, if such shares
of Series A Common Stock were included, Mr. Malone would beneficially own, in the aggregate, 3,632,615 shares of Series A Common
Stock, and Mr. Malone’s aggregate beneficial ownership of Series A Common Stock, as a series, would be 12.6%, subject to
the relevant footnotes set forth herein.
(3) Includes 153,226 shares of Series A
Common Stock pledged by Mr. Malone to Fidelity Brokerage Services, LLC (“Fidelity”), 500,000 shares of Series
A Common Stock pledged by Mr. Malone to Bank of America (“BoA”), 25,444 shares of Series A Common Stock pledged
by the LM Revocable Trust to Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and 500,001
shares of Series A Common Stock pledged by Mr. Malone to Merrill Lynch in connection with loan facilities extended by Fidelity,
BoA and Merrill Lynch.
(4) Includes 62,500 shares of Series A
Common Stock held by the Malone Family Land Preservation Foundation and 27,610 shares of Series A Common Stock held by the Malone
Family Foundation, as to which shares Mr. Malone has disclaimed beneficial ownership.
(5) The
Voting Agreement, dated as of August 6, 2020, by and among Mr. Malone, the LM Revocable Trust, a revocable trust of which
Mr. Malone is the sole trustee and beneficiary (the “JCM Trust”), the Malone Family Land Preservation Foundation,
the Malone Family Foundation, the CRT (as defined
below) (together with Mr. Malone, LM Revocable Trust, the JCM Trust, the Malone Family Land Preservation Foundation and the
Malone Family Foundation, the “Malone Group”), the Issuer and GCI Liberty, Inc. contains provisions relating
to the voting and disposition of shares of Series A Common Stock and Series B Common Stock held by the Malone Group.
(6) Includes 122,649 shares of Series B
Common Stock held by a trust (the “CRT”) with respect to which Mr. Malone is the sole trustee and, with his
wife, retains a unitrust interest in the CRT.
(7) Includes 27,171 shares of Series B
Common Stock held by two trusts (the “Trusts”) which are managed by an independent trustee and the beneficiaries
of which are Mr. Malone’s adult children. Mr. Malone has no pecuniary interest in the Trusts, but he retains the right to
substitute assets held by the Trusts. Mr. Malone disclaims beneficial ownership of the shares held by the Trusts.
(8) For purposes of calculating the beneficial
ownership of Mr. Malone, the total number of shares of Series A Common Stock outstanding was 26,495,183 and the total number of
shares of Series B Common Stock outstanding was 2,451,119, in each case, as of October 31, 2020, as reported by Liberty Broadband
Corporation, a Delaware corporation (the “Issuer”), in its Quarterly Report on Form 10-Q for the quarterly period
ended on September 30, 2020, filed with the Securities and Exchange Commission (“SEC”) on November 4, 2020.
Each share of Series B Common Stock is convertible, at the option of the holder, into one share of Series A Common Stock. Shares
of Series A Common Stock are not convertible at the option of the holder. Each share of Series A Common Stock is entitled to one
vote, whereas each share of Series B Common Stock is entitled to ten votes. Accordingly, Mr. Malone may be deemed to beneficially
own voting equity securities representing approximately 48.8% of the voting power with respect to the general election of directors
of the Issuer, based on the outstanding shares noted above. See Item 5.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 4)
Statement of
JOHN C. MALONE
Pursuant to Section 13(d) of the Securities
Exchange Act of 1934
in respect of
LIBERTY BROADBAND CORPORATION
This statement on Schedule
13D relates to the Series A common stock, par value $0.01 per share (the “Series A Common Stock”), and the Series
B common stock, par value $0.01 per share (the “Series B Common Stock” and, together with the Series A Common
Stock, the “Common Stock”), of Liberty Broadband Corporation, a Delaware corporation (the “Issuer”
or “Liberty Broadband”). The statement on Schedule 13D originally filed with the Securities and Exchange Commission
(the “SEC”) by the Reporting Person, Mr. John C. Malone (“Mr. Malone” or the “Reporting
Person”), on January 29, 2015, as amended by Amendment No. 1 to the Schedule 13D filed with the SEC on December 17, 2018,
Amendment No. 2 to the Schedule 13D filed with the SEC on June 29, 2020 and Amendment No. 3 to the Schedule 13D filed with the
SEC on August 7, 2020 (collectively, the “Schedule 13D”), is hereby amended and supplemented to include the
information set forth herein.
This amended statement
on Schedule 13D/A (this “Amendment”) constitutes Amendment No. 4 to the Schedule 13D (the Schedule 13D, as amended
by the Amendment, collectively, the “Statement”). Capitalized terms not defined herein have the meanings given
to such terms in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.
Item 4. Purpose of the Transaction.
The information contained
in Item 4 of the Schedule 13D is hereby amended to add the following information at the end of such Item:
On
October 9, 2020, a putative class action complaint was filed by two purported stockholders of GCI Liberty 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 October 11, 2020, a new version of the complaint was filed, and the case has been assigned Case No. 2020-0880.
The lawsuit names as defendants GCI Liberty, as well as the members of the GCI Liberty board of directors. The lawsuit alleges,
among other things, that Mr. Gregory B. Maffei, a director and the President and Chief Executive Officer of Liberty Broadband
and GCI Liberty, and Mr. Malone, the Chairman of the Board of Directors of GCI Liberty and
Liberty Broadband, in their purported capacities as controlling stockholders and directors of GCI Liberty, and the other directors
of GCI Liberty, breached their fiduciary duties by approving Liberty Broadband’s acquisition
of all of the outstanding shares of GCI Liberty in the Combination. The lawsuit further alleges that the Combination violates Section 203
of the General Corporation Law of the State of Delaware (“DGCL”) and that the joint proxy statement/prospectus
that was filed by GCI Liberty and Liberty Broadband with the SEC on October 30, 2020 in connection
with the Combination misstates and omits material information. The lawsuit also alleges that various prior and current relationships
among members of the GCI Liberty special committee, Mr. Malone and Mr. Maffei render the members of the GCI Liberty special
committee not independent. GCI Liberty and Liberty Broadband believe this lawsuit is without merit.
Stipulation
and Proposed Order
The
lawsuit seeks certification of a class action, declarations that Mr. Maffei and Mr. Malone and the other directors of GCI
Liberty breached their fiduciary duties and that the Combination violates Section 203 of the DGCL, an injunction barring the
stockholder vote and the Combination, and the recovery of damages and other relief. On October 15, 2020, the plaintiffs filed a
motion for expedited proceedings. On October 27, 2020, after a hearing, the Court granted the motion. On November 6, 2020, the
Court entered an order setting a hearing on the plaintiffs’ motion for preliminary injunction for December 7, 2020.
On
November 21, 2020, the plaintiffs and defendants filed a stipulation and proposed order (the “Agreed Stipulation and Order”)
describing an agreement reached among them, including plaintiffs’ agreement to dismiss their claim that the Combination violates
Section 203 of the DGCL as moot and to withdraw their motion for preliminary injunction in return for certain agreements by
Mr. Malone and Mr. Maffei described below. The parties also requested the Court cancel the hearing on that motion scheduled for
December 7, 2020, and stay further discovery pending the outcome of the stockholder vote on the Combination.
As
part of the agreement reached among the parties to the lawsuit, Mr. Malone agreed that he will convert each outstanding share of
GCI Liberty’s Series B common stock, $0.01 par value per share (the “GCI Liberty Series B Common Stock”),
he beneficially owns immediately prior to the Effective Time into one share of GCI Liberty’s Series A common stock, $0.01
par value per share (the “GCI Liberty Series A Common Stock”). As a result, Mr. Malone will be entitled to receive
0.580 of a share of Liberty Broadband’s non-voting Series C common stock, $0.01 par value per share, for each such share
of GCI Liberty Series A Common Stock beneficially owned prior to the Combination pursuant to the Merger Agreement. Mr. Malone will
not be entitled to receive any shares of Series B Common Stock in the Combination. Consequently, the Exchange Agreement
entered into among Liberty Broadband, Mr. Malone and a revocable trust of which Mr. Malone is the sole trustee and beneficiary
(the “JCM Trust”) will terminate by its terms at the Effective Time since none of Mr. Malone nor the JCM
Trust will have the right to receive any shares of Series B Common Stock in the Combination.
Item 5. Interest in Securities of the
Issuer.
Item 5 of the Schedule
13D is amended and restated in its entirety to read as follows:
(a)-(b) Mr. Malone
beneficially owns (without giving effect to the conversion of shares of Series B Common Stock into shares of Series A Common Stock)
(i) 1,268,781 shares of Series A Common Stock (including (A) 25,444 shares held in a revocable trust with respect to which Mr.
Malone and his wife are trustees (the “LM Revocable Trust”), as to which shares Mr. Malone disclaims beneficial
ownership, and (B) 62,500 shares held by the Malone Family Land Preservation Foundation and 27,610 shares held by the Malone Family
Foundation, as to which shares Mr. Malone disclaims beneficial ownership), which represent approximately 4.8% of the outstanding
shares of Series A Common Stock, and (ii) 2,363,834 shares of Series B Common Stock (including (A) 57,641 shares held by the LM
Revocable Trust, as to which shares Mr. Malone disclaims beneficial ownership, (B) 122,649 shares held by a trust (the “CRT”)
with respect to which Mr. Malone is the sole trustee and, with his wife, retains a unitrust interest in the CRT, and (C) 27,171
shares held by two trusts (the “Trusts”) which are managed by an independent trustee and the beneficiaries of
which are Mr. Malone’s adult children, as to which shares Mr. Malone has no pecuniary interest and disclaims beneficial ownership),
which represent approximately 96.4% of the outstanding shares of Series B Common Stock. The foregoing percentage interests are
based on 26,495,183 shares of Series A Common Stock and 2,451,119 shares of Series B Common Stock, in each case, outstanding as
of October 31, 2020, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended on September
30, 2020 filed with the SEC on November 4, 2020. Because each share of Series A Common Stock is entitled to cast one vote and each
share of Series B Common Stock is entitled to cast ten votes on all matters upon which stockholders are generally entitled to vote,
Mr. Malone may be deemed to beneficially own voting equity securities of the Issuer representing approximately 48.8% of the voting
power with respect to the general election of directors of the Issuer. Mr. Malone, and, to his knowledge, the LM Revocable Trust
each have the sole power to vote and to dispose of, or to direct the voting or disposition of, their respective shares of Common
Stock. To Mr. Malone’s knowledge, the Trusts have the sole power to vote and to dispose of, or to direct the voting or disposition
of, the shares of Series B Common Stock held by the Trusts, except that Mr. Malone is permitted under the terms of the Trusts to
substitute assets in the Trusts and thereby may acquire any shares held in the Trusts at any time.
(c) Except
as provided in this Amendment, neither Mr. Malone nor, to his knowledge, the LM Revocable Trust or the Trusts, has effected any
transactions with respect to the Common Stock during the 60 days preceding the date hereof.
(d) Not
applicable.
(e) Not
applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
The information contained in
Item 6 of the Schedule 13D is hereby amended to add the following information at the end of such Item:
The
information contained in Item 4 of this Amendment is incorporated into this Item 6 by reference.
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 30, 2020
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/s/ John C. Malone
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John C. Malone
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[Signature Page to JCM Amendment No. 4 to Liberty Broadband Corporation 13D]