Liberty Broadband Corporation
6.80%
1,241,171
1611983
530307107
Jul 13, 2025
Jul 16, 2025, 04:22 PM
Reporting Persons (1)
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| John C. Malone | Individual | 6.80% | 1,241,171 | 1,241,171 | 0 |
Disclosure Items (4)
Series A Common Stock, par value $0.01 per share
Liberty Broadband Corporation
12300 Liberty Blvd., Englewood, CO, 80112
Mr. Malone beneficially owns (without giving effect to the conversion of shares of the Issuer's Series B Common Stock, par value $0.01 per share (the "Series B Common Stock"), into shares of Series A Common Stock) 1,241,171 shares of Series A Common Stock (including (i) 25,444 shares held in a revocable trust with respect to which Mr. Malone and his wife are trustees (the "LM Revocable Trust"), as to which shares Mr. Malone disclaims beneficial ownership, and (ii) 62,500 shares held by the Malone Family Land Preservation Foundation, as to which shares Mr. Malone disclaims beneficial ownership), which represent approximately 6.8% of the outstanding shares of Series A Common Stock. The foregoing percentage was calculated based on the 18,254,690 shares of Series A Common Stock outstanding as of June 30, 2025, as reported in the Prospectus filed by GCI Liberty, Inc. under its Registration Statement on Form S-1, filed with the SEC on July 2, 2025 (the "Prospectus"). Furthermore, following the JCM Exchange described in Item 6 hereof, 386,988 shares of Series B Common Stock are outstanding as of July 14, 2025, calculated in accordance with Rule 13d-3 of the Exchange Act and based (i) on the 2,004,028 shares of Series B Common Stock outstanding as of June 30, 2025, as reported in the Prospectus, and adjusted for (ii) the 1,617,040 shares of Series B Common Stock delivered to the Issuer in the JCM Exchange, and 7,183,812 shares of the Issuer's Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the "Preferred Stock"), were outstanding as of April 30, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025, filed with the Securities and Exchange Commission on May 7, 2025. Each share of Series A Common Stock is entitled to one vote, each share of Series B Common Stock is entitled to ten votes, and each share of Preferred Stock is entitled to one-third of a vote, in each case, on all matters presented to stockholders of the Issuer for their approval. Accordingly, after giving effect to the shares of the Series B Common Stock owned by the Reporting Person, the Reporting Person may be deemed to beneficially own voting equity securities representing 15.9% of the voting power with respect to the general election of directors of the Issuer.
Mr. Malone, and, to his knowledge, the LM Revocable Trust and the Malone Family Land Preservation Foundation, each have the sole power to vote and to dispose of, or to direct the voting or disposition of, their respective shares of Series A Common Stock, subject to the terms of the Exchange Agreement, the Exchange Side Letter and the Voting Agreement. See Item 6.
Other than as described in this Amendment, none of Mr. Malone nor, to his knowledge, the LM Revocable Trust or the Malone Family Land Preservation Foundation, has effected any transactions with respect to the Series A Common Stock during the 60 days preceding the date hereof.
Not applicable.
Not applicable.
The information contained in Item 6 of the Schedule 13D is hereby supplemented to include the following information: On July 14, 2025, pursuant to the terms of that certain Exchange Side Letter, dated as of November 12, 2024, by and among the Issuer, Mr. Malone and certain affiliated trusts (collectively, the "Malone exchange group"), 1,617,040 shares of Series B common stock were exchanged by the Malone exchange group for 1,617,040 shares of the Issuer's Series C common stock, par value $0.01 per share (the "JCM Exchange").