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Liberty Broadband Corporation
LBRDA
Amendment
Ownership

68.60%

Total Shares

265,645

Issuer CIK

1611983

CUSIP

530307206

Event Date

Jul 13, 2025

Accepted

Jul 16, 2025, 04:25 PM

SEC EDGARView Original Filing
Reporting Persons (1)
NameType% of ClassAggregateSole VotingShared Voting
John C. Malone
Individual
68.60%265,645238,47427,171
Disclosure Items (4)

Security Title

Series B Common Stock, par value $0.01 per share

Issuer Name

Liberty Broadband Corporation

Issuer Address

12300 Liberty Blvd., Englewood, CO, 80112

The information contained in Item 4 of the Schedule 13D is hereby amended to delete last three paragraphs thereof and supplemented to include the following information: Mr. Malone holds and has acquired the shares of Common Stock described herein for investment purposes. Other than as set forth in this Statement, Mr. Malone does not have any present plans or proposals which relate to or would result in: (i) any acquisition by any person of additional securities of the Issuer, or any disposition of securities of the Issuer; (ii) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (iii) any sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (iv) any change in the board or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any vacancies on the board; (v) any material change in the present capitalization or dividend policy of the Issuer; (vi) any other material change in the Issuer's business or corporate structure; (vii) any change in the Issuer's charter or bylaws or other actions which may impede the acquisition of control of the Issuer by any person; (viii) any delisting from a national securities exchange or any loss of authorization for quotation in an inter-dealer quotation system of a registered national securities association of a class of securities of the Issuer; (ix) any termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of a class of equity securities of the Issuer; or (x) any action similar to any of those enumerated above. Mr. Malone is Chairman of the Board of Directors of the Issuer (the "Board"). As a result, Mr. Malone regularly has discussions with members of Issuer management, board members of the Issuer, and stockholders of the Issuer, which discussions from time to time relate to management, governance and board composition, the Issuer's operations and financial condition or strategic transactions. Notwithstanding the foregoing, Mr. Malone may determine to change his intentions with respect to the Issuer at any time in the future and may, for example, elect (i) to acquire additional shares of LBC Capital Stock or (ii) to dispose of all or a portion of his holdings of shares of Common Stock, as the case may be, in each case subject to the terms of the Voting Agreement, the Exchange Agreement or the Exchange Side Letter, as applicable. In reaching any determination as to his future course of action, Mr. Malone will take into consideration various factors, such as the Issuer's business and prospects, other developments concerning the Issuer, other business opportunities available to Mr. Malone, tax and estate planning considerations, liquidity needs and general economic and stock market conditions, including, but not limited to, the market price of the LBC Capital Stock.

Percentage of Class

Mr. Malone beneficially owns 265,645 shares of Series B Common Stock (including (i) 57,641 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, (ii) 122,649 shares held by a trust (the "CRT") with respect to which Mr. Malone is the sole trustee and, with his wife, retains a unitrust interest in the CRT, and (iii) 27,171 shares held by two trusts (the "Trusts") which are managed by an independent trustee (and, in the case of one such Trust, also co-managed by one of Mr. Malone's adult children) and the beneficiaries of which are Mr. Malone's adult children, as to which shares Mr. Malone has no pecuniary interest and disclaims beneficial ownership), which represent approximately 68.64% of the outstanding shares of Series B Common Stock. The foregoing percentage was calculated based on the 386,988 shares of Series B Common Stock 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 filed by GCI Liberty, Inc. under its Registration Statement on Form S-1, filed with the SEC on July 2, 2025 (the "Prospectus"), and adjusted for (ii) the 1,617,040 shares of Series B Common Stock delivered to the Issuer in the JCM Exchange (as defined in Item 6). Furthermore, 18,254,690 shares of Series A Common Stock were outstanding as of June 30, 2025, as reported in the Prospectus, 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 SEC 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 1,241,171 shares of Series A 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.

Number of Shares

Mr. Malone, and, to his knowledge, the LM Revocable Trust and the CRT each have the sole power to vote and to dispose of, or to direct the voting or disposition of, their respective shares of Common Stock. To Mr. Malone's knowledge, the Trusts have the sole power to vote and to dispose of, or to direct the voting or disposition of, the shares of Series B Common Stock held by the Trusts, except that Mr. Malone is permitted under the terms of the Trusts to substitute assets in the Trusts and thereby may acquire any shares held in the Trusts at any time. The foregoing is subject to the terms of the Exchange Agreement, the Exchange Side Letter and the Voting Agreement. See Item 6.

Transactions

Other than as described in this Amendment, none of Mr. Malone nor, to his knowledge, the LM Revocable Trust, the CRT or the Trusts, have effected any transactions with respect to the Series B Common Stock during the 60 days preceding the date hereof.

Shareholders

Not applicable.

Date of 5% Ownership

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").