Statement of Changes in Beneficial Ownership (4)
December 22 2020 - 4:52PM
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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FISHER DONNE F |
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 _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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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 | | D | | 56581.0000 | D | $0 (1) | 0.0000 (2) | D | |
| Series A Cumulative Redeemable Preferred Stock | 12/18/2020 | | D | | 7651.0000 | D | $0 (3) | 0.0000 | D | |
| Series B Common Stock (4) | 12/18/2020 | | D | | 667.0000 | D | $0 (5) | 0.0000 | D | |
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 |
| Stock Option (Right to Buy) - GLIBA | $69.6000 | 12/18/2020 | | D | | | 3904.0000 | 12/4/2020 (6) | 12/4/2026 | Series A Common Stock | 3904.0000 | $0.0000 (7) | 0.0000 | D | |
| Stock Option (Right to Buy) - GLIBA | $45.6200 | 12/18/2020 | | D | | | 4952.0000 | 12/10/2019 (6) | 12/10/2025 | Series A Common Stock | 4952.0000 | $0.0000 (7) | 0.0000 | D | |
| Stock Option (Right to Buy) - GLIBA | $42.9900 | 12/18/2020 | | D | | | 4848.0000 | 12/12/2018 (6) | 5/14/2025 | Series A Common Stock | 4848.0000 | $0.0000 (7) | 0.0000 | D | |
| Explanation of Responses: |
| (1) | 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. |
| (2) | These holdings were decreased by one share from the Form 4 filed by the reporting person on March 13, 2018 as the result of an accounting reconciliation. |
| (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) | Pursuant to the terms of the Merger Agreement, each share of the Issuer's Series B common stock was converted into the right to receive 0.580 of a share of Parent's Series B common stock. |
| (6) | The derivative security is fully vested. |
| (7) | Pursuant to the terms of the Merger Agreement, each outstanding stock option to purchase shares of the Issuer's Series A common stock (an "original Series A stock option") was converted into 0.580 of a corresponding stock option to purchase shares of Parent's Series C common stock, rounded down to the nearest whole share. The exercise price of the original Series A stock option was divided by 0.580, with the resulting exercise price rounded up to the nearest cent. The stock options with respect to Parent's Series C common stock are subject to the same vesting, terms, restrictions and other conditions as those applicable to the corresponding original Series A stock option. |
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 |
FISHER DONNE F
12300 LIBERTY BOULEVARD
ENGLEWOOD, CO 80112 | X |
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Signatures
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| /s/ Craig Troyer as Attorney-in-Fact for Donne F. Fisher | | 12/22/2020 |
| **Signature of Reporting Person | Date |
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