Liberty Broadband (LBRDA) director exits Series C stake in Charter merger
Rhea-AI Filing Summary
Liberty Broadband Corp (LBRDA) director Gregg L. Engles reported merger-related dispositions of both options and common stock of the company. In connection with Liberty Broadband’s merger into a Charter Communications, Inc. subsidiary, all reported Stock Option - LBRDK awards covering a total of 13,080 options were cancelled for no consideration pursuant to the merger terms. In addition, 4,097 shares of Liberty Broadband Series C Common Stock were disposed of when each such share was automatically converted into 0.2360 of a share of Charter Class A Common Stock, with cash paid in lieu of any fractional Charter shares. Following this conversion, the filing shows Engles with 0 shares of Liberty Broadband Series C Common Stock held directly.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 4,097 shares
Net Sell
4 txns
Insider
ENGLES GREGG L
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option - LBRDK (Right to Buy) F3, F2 | 4,494 | $0.00 | $0.00 |
| Disposition | Stock Option - LBRDK (Right to Buy) F3, F2 | 3,949 | $0.00 | $0.00 |
| Disposition | Stock Option - LBRDK (Right to Buy) F3 | 4,637 | $0.00 | $0.00 |
| Disposition | Series C Common Stock F1 | 4,097 | $0.00 | $0.00 |
Holdings After Transaction:
Stock Option - LBRDK (Right to Buy) — 0 shares (Direct);
Series C Common Stock — 0 shares (Direct)
Footnotes (3)
- F1. Pursuant to the terms of the Merger Agreement (as defined in the Remarks section), at the effective time of the Merger (as defined in the Remarks section), each share of the Issuer's Series C Common Stock issued and outstanding immediately prior to the effective time of the Merger was automatically converted into 0.2360 of a share of Charter Communications, Inc. ("Charter") Class A Common Stock, except that cash (without interest) was paid in lieu of fractional shares.
- F2. These options were fully exercisable.
- F3. Pursuant to the terms of the Merger Agreement, immediately prior to the effective time of the Merger, such stock option of the Issuer was cancelled for no consideration.
Key Figures
Options cancelled (4,494 @ $141.73): 4,494 options
Options cancelled (3,949 @ $147.33): 3,949 options
Options cancelled (4,637 @ $83.37): 4,637 options
+3 more
6 metrics
Options cancelled (4,494 @ $141.73)
4,494 options
Stock Option - LBRDK, exercise price $141.7300, cancelled for no consideration
Options cancelled (3,949 @ $147.33)
3,949 options
Stock Option - LBRDK, exercise price $147.3300, cancelled for no consideration
Options cancelled (4,637 @ $83.37)
4,637 options
Stock Option - LBRDK, exercise price $83.3700, cancelled for no consideration
Series C shares converted
4,097 shares
Each Series C Common share converted into 0.2360 Charter Class A Common share
Conversion ratio
0.2360
Liberty Broadband Series C Common Stock into Charter Class A Common Stock
Post-transaction Series C holdings
0 shares
Directly held Liberty Broadband Series C Common Stock after disposition
Key Terms
Agreement and Plan of Merger, Upstream Merger, Class A Common Stock, fractional shares
4 terms
Agreement and Plan of Merger regulatory
"Pursuant to the Agreement and Plan of Merger, dated as of November 12, 2024"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Upstream Merger financial
"and immediately following the Merger, the Issuer ... merged with and into Merger LLC (the "Upstream Merger")"
Class A Common Stock financial
"converted into 0.2360 of a share of Charter Communications, Inc. ("Charter") Class A Common Stock"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
FAQ
What insider transactions did Gregg L. Engles report for LBRDA on this Form 4?
Gregg L. Engles reported four disposition transactions tied to Liberty Broadband’s merger with Charter affiliates: cancellation of three Stock Option - LBRDK grants totaling 13,080 options for no consideration and the conversion of 4,097 Series C Common shares into Charter Class A Common Stock.
What happened to Gregg L. Engles’ LBRDK stock options in this Form 4?
Three tranches of Stock Option - LBRDK awards, all fully exercisable, covering 4,494, 3,949, and 4,637 underlying Series C shares, were cancelled for no consideration immediately prior to the effective time of the merger under the merger agreement.
What is Gregg L. Engles’ reported Liberty Broadband Series C holding after these transactions?
After the reported disposition and conversion of 4,097 Series C Common shares, Gregg L. Engles’ direct holdings of Liberty Broadband Series C Common Stock are shown as 0 shares following the transactions disclosed in this Form 4.
How was Liberty Broadband (LBRDA) reorganized in the Charter transaction?
Liberty Broadband became a wholly owned subsidiary of a Charter subsidiary through a merger. Immediately afterward, Liberty Broadband (as the surviving corporation) merged into that subsidiary in an Upstream Merger, leaving the subsidiary as a wholly owned subsidiary of Charter.
Was a Rule 10b5-1 trading plan involved in these LBRDA transactions?
No. The Form 4 indicates the Rule 10b5-1 checkbox is not affirmatively marked for these transactions, and the footnotes describe them as merger-driven conversions and cancellations under the merger agreement, rather than trades under a pre-arranged trading plan.
AI-generated analysis. How Rhea-AI works. Not financial advice.
