4: Statement of changes in beneficial ownership of securities
Published on July 23, 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
Liberty Broadband Corp [ LBRDK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/17/2025 | ||||||||||||||||||||||||||
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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 | ||||||
| 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 | ||||||||
| Stock Option - LBRDK (Right to Buy) | $141.73 | 07/17/2025 | J(1) | V | 4,494 | (2) | 12/07/2027 | Series C Common Stock | 4,494 | $0.0000(1) | 4,494 | D | |||
| Stock Option - LBRDK (Right to Buy) | $147.33 | 07/17/2025 | J(1) | V | 3,949 | (2) | 12/07/2028 | Series C Common Stock | 3,949 | $0.0000(1) | 3,949 | D | |||
| Stock Option - LBRDK (Right to Buy) | $71.17 | 07/17/2025 | J(1) | V | 6,486 | (2) | 12/11/2030 | Series C Common Stock | 6,486 | $0.0000(1) | 6,486 | D | |||
| Stock Option - LBRDK (Right to Buy) | $83.37 | 07/17/2025 | J(1) | V | 3,091 | (2) | 12/12/2029 | Series C Common Stock | 3,091 | $0.0000(1) | 3,091 | D | |||
| Stock Option - LBRDK (Right to Buy) | $152.25 | 07/17/2025 | J(1) | V | 4,184 | 12/07/2021 | 12/07/2027 | Series C Common Stock | 4,184 | $0.0000(1) | 0.0000 | D | |||
| Stock Option - LBRDK (Right to Buy) | $158.27 | 07/17/2025 | J(1) | V | 3,676 | 12/07/2022 | 12/07/2028 | Series C Common Stock | 3,676 | $0.0000(1) | 0.0000 | D | |||
| Stock Option - LBRDK (Right to Buy) | $76.45 | 07/17/2025 | J(1) | V | 6,038 | 12/11/2024 | 12/11/2030 | Series C Common Stock | 6,038 | $0.0000(1) | 0.0000 | D | |||
| Stock Option - LBRDK (Right to Buy) | $89.56 | 07/17/2025 | J(1) | V | 2,878 | 12/12/2023 | 12/12/2029 | Series C Common Stock | 2,878 | $0.0000(1) | 0.0000 | D | |||
| Explanation of Responses: |
| 1. On July 14, 2025, Liberty Broadband Corporation completed the spin-off of GCI Liberty, Inc. (the "Spin-Off"), which was effected by the distribution to each holder of its common stock as of 5:00 p.m., New York City time, on June 30, 2025, of 0.20 of a share of GCI Liberty, Inc.'s Series A, Series B and Series C GCI Group common stock for each whole share of the corresponding series of Liberty Broadband Corporation's common stock, with cash (with no interest) paid in lieu of fractional shares. In connection with the Spin-Off, all stock options held by the Reporting Person in the Issuer's Series C Common Stock were adjusted in a manner designed to preserve the value associated with the original awards prior to the Spin-Off. The number of shares and the exercise price for each adjusted award were determined on July 17, 2025. Otherwise, such award remains subject to the terms and conditions of the corresponding original award. |
| 2. This option award is fully exercisable. |
| Remarks: |
| The adjustments described above were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. |
| /s/ Brittany A. Uthoff as Attorney-in-Fact for Sue Ann Hamilton | 07/23/2025 | |
| ** 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.