Rosenthaler Albert E Form 4 GRIZZLY MERGER SUB 1 / ALBERT E ROSENTHALER ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ROSENTHALER ALBERT E

(Last)

(First)

(Middle)

12300 LIBERTY BOULEVARD

(Street)

ENGLEWOOD

80112

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GRIZZLY MERGER SUB 1, LLC [ GLIBA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Corp. Dev. Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/18/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Common Stock	12/18/2020		D		52,076	D	$0⁽¹⁾	0.0000	D
Series A Common Stock	12/18/2020		D		1,830	D	$0⁽¹⁾	0.0000⁽²⁾	I	By 401(k) Savings Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy) - GLIBA	$55.96	12/18/2020		D			17,234	⁽³⁾	03/04/2022	Series A Common Stock	17,234	$0.0000⁽⁴⁾	0.0000	D
Stock Option (Right to Buy) - GLIBA	$55.96	12/18/2020		D			33,290	⁽⁵⁾	03/04/2023	Series A Common Stock	33,290	$0.0000⁽⁴⁾	0.0000	D
Stock Option (Right to Buy) - GLIBA	$95.57	12/18/2020		D			31,158	⁽⁶⁾	12/07/2027	Series A Common Stock	31,158	$0.0000⁽⁴⁾	0.0000	D
Stock Option (Right to Buy) - GLIBA	$55.96	12/18/2020		D			4,208	⁽³⁾	12/26/2024	Series A Common Stock	4,208	$0.0000⁽⁴⁾	0.0000	D

Explanation of Responses:

1. Pursuant to the terms of the Merger Agreement (as defined in the Remarks section), each share of the Issuer's Series A common stock was converted into the right to receive 0.580 of a share of Parent's (as defined in the Remarks section) Series C common stock.

2. The number of shares reported as held in the reporting person's 401(k) is based on a statement from the Plan Administrator dated as of November 30, 2020, pro forma for the transations contemplated by the Merger Agreement.

3. The derivative security is fully vested.

4. Pursuant to the terms of the Merger Agreement, each outstanding stock option to purchase shares of the Issuer's Series A common stock (an "original Series A stock option") was converted into 0.580 of a corresponding stock option to purchase shares of Parent's Series C common stock, rounded down to the nearest whole share. The exercise price of the original Series A stock option was divided by 0.580, with the resulting exercise price rounded up to the nearest cent. The stock options with respect to Parent's Series C common stock are subject to the same vesting, terms, restrictions and other conditions as those applicable to the corresponding original Series A stock option.

5. The derivative security vested 50% on Decemember 31, 2019, and will vest 50% on December 31, 2020.

6. The derivative security vests 50% on December 7, 2022, and 50% on December 7, 2023.

Remarks:

Pursuant to the Agreement and Plan of Merger, dated August 6, 2020 (the "Merger Agreement"), by and among the Issuer, Liberty Broadband Corporation ("Parent"), Grizzly Merger Sub 1, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent ("Merger LLC"), and Grizzly Merger Sub 2, Inc., a Delaware corporation and a wholly owned subsidiary of Merger LLC ("Merger Sub"), on December 18, 2020, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Merger LLC, and immediately following the Merger, the Issuer (as the surviving corporation in the Merger) merged with and into Merger LLC (the "Upstream Merger"), with Merger LLC surviving the Upstream Merger as a wholly owned subsidiary of Parent.

	/s/ Craig Troyer as Attorney-in-Fact for Albert E. Rosenthaler	12/22/2020
	** Signature of Reporting Person	Date
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Rosenthaler Albert E Form 4GRIZZLY MERGER SUB 1 / ALBERT E ROSENTHALER ownership change