4: Statement of changes in beneficial ownership of securities
Published on July 14, 2025
FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GCI Liberty, Inc. [ GLIBA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/14/2025 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
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Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 07/14/2025 | J(1)(2) | V | 1,000 | D | (1) | 0 | D | ||
Series A GCI Group Common Stock | 07/14/2025 | J(1)(2) | V | 3,650,938 | A | (1) | 3,650,938 | D | ||
Series B GCI Group Common Stock | 07/14/2025 | J(1)(2) | V | 400,806 | A | (1) | 400,806 | D | ||
Series C GCI Group Common Stock | 07/14/2025 | J(1)(2) | V | 24,646,041 | A | (1) | 24,646,041 | D | ||
Series A GCI Group Common Stock | 07/14/2025 | J(1)(2) | 3,650,938 | D | (2) | 0 | D | |||
Series B GCI Group Common Stock | 07/14/2025 | J(1)(2) | 400,806 | D | (2) | 0 | D | |||
Series C GCI Group Common Stock | 07/14/2025 | J(1)(2) | 24,646,041 | D | (2) | 0 | D |
1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. The transactions reported on this Form 4 relate to the spin-off of the Issuer from the Reporting Person effective July 14, 2025. To effect the spin-off, the issued and outstanding common stock of the Issuer, consisting of 1,000 shares of common stock, all of which were held by the Reporting Person, were reclassified into 3,650,938 shares of the Issuer's Series A GCI Group common stock ("GLIBA"), 400,806 shares of the Issuer's Series B GCI Group common stock ("GLIBB"), and 24,646,041 shares of the Issuer's Series C GCI Group common stock ("GLIBK" and, together with GLIBA and GLIBB, "GCI Group Common Stock") (collectively, the "Reclassification"). |
2. Immediately following the Reclassification, in such spin-off, the Reporting Person distributed to holders of record of the Reporting Person's common stock, 0.20 of a share of the corresponding series of GCI Group Common Stock, with cash (without interest) paid in lieu of any fractional shares of GCI Group Common Stock, after aggregating all fractional shares of GCI Group Common Stock, separately by series. As a result of the foregoing transactions, the Issuer was spun-off from the Reporting Person and the Reporting Person ceased to have an equity interest in the Issuer and thus is no longer subject to the obligations of Section 16 of the Securities Exchange Act of 1934. |
Liberty Broadband Corporation By: /s/ Brittany A. Uthoff Name: Brittany A. Uthoff Title: Vice President | 07/14/2025 | |
** Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.