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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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) |
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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Liberty Broadband Corp 12300 LIBERTY BOULEVARD ENGLEWOOD, CO 80112 |
X | X |
Liberty Broadband Corporation By: /s/ Craig Troyer, Vice President, Deputy General Counsel and Assistant Secretary | 05/20/2016 | |
**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) | Pursuant to the Contribution Agreement, dated as of May 23, 2015, by and among the reporting person, Liberty Interactive Corporation, Legacy Charter (as defined in the Remarks section), the Issuer and Merger Subsidiary One (as defined in the Remarks section), each share of TWC's (as defined in the Remarks section) common stock held by the reporting person immediately prior to the effective time of the First Company Merger (as defined in the Remarks section) converted into the right to receive one share of the Issuer's Class A Common Stock. Such transactions were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). |
(2) | Includes 26,075,969 shares received by wholly-owned subsidiaries of the reporting person in the Third Merger, which resulted in the Issuer becoming a parent holding company of Legacy Charter and TWC but did not alter the proportionate interests of security holders (as further described in the Remarks section). |
Remarks: Pursuant to that certain Agreement and Plan of Mergers, dated as of May 23, 2015, by and among Time Warner Cable Inc. ("TWC"), Charter Communications, Inc. ("Legacy Charter"), the Issuer, then a wholly owned subsidiary of Legacy Charter, Nina Corporation I, Inc. ("Merger Subsidiary One"), Nina Company II, LLC ("Merger Subsidiary Two"), a wholly owned subsidiary of the Issuer, and Nina Company III, LLC ("Merger Subsidiary Three"), a wholly owned subsidiary of the Issuer, on May 18, 2016, the parties completed a series of transactions pursuant to which, among other things, (i) Merger Subsidiary One merged with and into TWC, with TWC continuing as the surviving corporation (the "First Company Merger"), (ii) immediately thereafter, TWC merged with and into Merger Subsidiary Two, with Merger Subsidiary Two continuing as the surviving entity, and (iii) immediately thereafter, Legacy Charter merged with and into Merger Subsidiary Three, with Merger Subsidiary Three continuing as the surviving entity and a wholly owned subsidiary of the Issuer (the "Third Merger" and collectively, the "Mergers"), which resulted in Legacy Charter and TWC becoming wholly owned subsidiaries of the Issuer. As a result of the Mergers, the Issuer became the new public company parent that holds the operations of the combined companies and the successor issuer to Legacy Charter pursuant to Rule 12g-3(c) promulgated under the Exchange Act. |