Sec Form 4 Filing - ROSENTHALER ALBERT E @ Liberty Broadband Corp - 2020-12-18

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

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, 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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1. Name and Address of Reporting Person ROSENTHALER ALBERT E 2. Issuer Name and Ticker or Trading Symbol Liberty Broadband Corp [ LBRDA] 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 (Last) (First) (Middle) 12300 LIBERTY BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 12/18/2020 (Street) ENGLEWOOD, CO80112 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Series C Common Stock 12/18/2020 A 30,204 A $ 0 ( 1 ) 66,503 D Series C Common Stock 12/18/2020 A 1,061 A $ 0 ( 1 ) 1,061 ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option - LBRDK (Right to Buy) $ 96.49 12/18/2020 A 9,995 ( 3 ) 03/04/2022 Series C Common Stock 9,995 $ 0 ( 4 ) 9,995 D Stock Option - LBRDK (Right to Buy) $ 96.49 12/18/2020 A 19,308 ( 5 ) 03/04/2023 Series C Common Stock 19,308 $ 0 ( 4 ) 19,308 D Stock Option - LBRDK (Right to Buy) $ 164.78 12/18/2020 A 18,071 ( 6 ) 12/07/2027 Series C Common Stock 18,071 $ 0 ( 4 ) 18,071 D Stock Option - LBRDK (Right to Buy) $ 96.49 12/18/2020 A 2,440 ( 3 ) 12/26/2024 Series C Common Stock 2,440 $ 0 ( 4 ) 2,440 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ROSENTHALER ALBERT E 12300 LIBERTY BLVD. ENGLEWOOD, CO80112 Chief Corp. Dev. Officer Signatures /s/ Craig Troyer as Attorney-in-Fact for Albert E. Rosenthaler 12/22/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the terms of the Merger Agreement (as defined in the Remarks section), each share of GCI Liberty's (as defined in the Remarks section) Series A common stock was converted into the right to receive 0.580 of a share of the Issuer's 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 Administator dated as of November 30, 2020, pro forma for the transactions 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 GCI Liberty'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 the Issuer'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 the Issuer'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 December 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 GCI Liberty, Inc. ("GCI Liberty"), the Issuer, Grizzly Merger Sub 1, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Issuer ("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 GCI Liberty (the "Merger"), with GCI Liberty surviving the Merger as a wholly owned subsidiary of Merger LLC, and immediately following the Merger, GCI Liberty (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 the Issuer.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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