04/03/2026 | Press release | Distributed by Public on 04/03/2026 18:04
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 3.125% Exch. Senior Debentures due 2053 (obligation to sell) | (1)(2) | 04/01/2026 | P(4) | $965,000,000 | (2) | (3) | Class A Common Stock | 1,823,947 | (4) | $ 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Liberty Broadband Corp 12300 LIBERTY BOULEVARD ENGLEWOOD, CO 80112 |
X | X | ||
| Liberty Broadband Corporation By: /s/ Brittany A. Uthoff Name: Brittany A. Uthoff Title: Vice President | 04/03/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Each $1,000 principal amount of 3.125% senior debentures due 2053 (the "Debentures") issued by the reporting person was exchangeable for 1.8901 shares of issuer's Class A common stock, par value $0.001 per share (the "Common Stock"), settled only in cash based on the value of the shares of Common Stock. |
| (2) | Each Debenture was exchangeable at the option of the holder during specified periods. Holders of the Debentures had the right to put them to the reporting person on April 6, 2026, or prior thereto following the occurrence of a "fundamental change," and the 3.125% Debentures were redeemable by the reporting person, (i) in whole or in part, on or after April 6, 2026 at any time, or (ii) in whole, but not in part, prior to April 6, 2026, after the occurrence of certain conditions or events. |
| (3) | The expiration date for the Debentures was March 31, 2053. |
| (4) | On April 1, 2026, the reporting person accepted for repurchase in cash the full $965,000,000 aggregate original principal amount of Debentures outstanding. On April 6, 2026, holders of the Debentures will receive payment of $1,000 for each $1,000 original principal amount of Debentures, plus accrued and unpaid interest in the amount of $0.5208. |