08/21/2026 | Press release | Distributed by Public on 08/21/2026 16:17
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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 | ||||||||
| Series C Convertible Preferred Stock | (2) | 08/19/2026 | J(1) | 4,223,621 | (2) | (2) | Common Stock | 4,223,621 | (1) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Liberty Broadband Corp 400 WASHINGTON BLVD. STAMFORD, CT 06902 |
X | X | ||
| Fusion Merger Sub 1, LLC, as successor by merger to Liberty Broadband Corporation. By: /s/ Jessica M. Fischer. Name: Jessica M. Fischer, Title: Chief Financial Officer | 08/21/2026 | |
| **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) | On August 19, 2026, as a result of the Combination (as defined in the Remarks section), Charter (as defined in the Remarks section) acquired the Reporting Person . As a result of the Combination, Charter became the beneficial owner of all the shares of Common Stock and Series C Convertible Preferred Stock beneficially owned by the Reporting Person and the Reporting Person ceased to be subject to the obligations of Section 16 of the Securities Exchange Act of 1934 with respect to the Issuer. |
| (2) | As of August 19, 2026, the shares of Series C Convertible Preferred Stock reported herein are convertible into 4,223,461 shares of Common Stock. Subject to certain antidilution adjustments, the Series C Convertible Preferred Stock is convertible at the option of the holders at any time into a number of shares of Common Stock equal to the Conversion Rate (as defined in the Certificate of Designations for the Series C Convertible Preferred Stock), which is originally one-to-one. The Series C Convertible Preferred Stock has no expiration date. |
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Remarks: Pursuant to the Agreement and Plan of Merger, dated as of November 12, 2024 (the "Merger Agreement"), by and among the Reporting Person, Charter Communications, Inc. ("Charter"), Fusion Merger Sub 1, LLC, a Delaware limited liability company and wholly owned direct subsidiary of Charter ("Merger LLC"), and Fusion Merger Sub 2, Inc., a Delaware corporation and wholly owned direct subsidiary of Merger LLC ("Merger Sub"), on August 19, 2026, Merger Sub merged with and into the Reporting Person (the "Merger"), with the Reporting Person surviving the Merger as a wholly owned subsidiary of Merger LLC, and immediately following the Merger, the Reporting Person (as the surviving corporation in the Merger) merged with and into Merger LLC (the "Upstream Merger," and together with the Merger, the "Combination"), with Merger LLC surviving the Upstream Merger as the surviving company and a wholly owned subsidiary of Charter. |
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