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Sec Form 4 Filing - DUNCAN RONALD A @ GRIZZLY MERGER SUB 1 LLC - 2020-12-18

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
DUNCAN RONALD A
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)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
12300 LIBERTY BOULEVARD
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 A Common Stock 12/18/2020 D 618,484 ( 1 ) D $ 0 ( 2 ) 0 D
Series A Cumulative Redeemable Preferred Stock 12/18/2020 D 351,738 ( 3 ) D $ 0 ( 4 ) 0 D
Series A Common Stock 12/18/2020 D 151,206 D $ 0 ( 2 ) 0 I By 560 Company, Inc.
Series A Cumulative Redeemable Preferred Stock 12/18/2020 D 99,322 D $ 0 ( 4 ) 0 I By 560 Company, Inc.
Series A Common Stock 12/18/2020 D 100,000 D $ 0 ( 2 ) 0 I By GRAT - Ron Duncan 2017
Series A Common Stock 12/18/2020 D 12,600 D $ 0 ( 2 ) 0 I By Missy, LLC ( 5 )
Series A Cumulative Redeemable Preferred Stock 12/18/2020 D 4,000 D $ 0 ( 4 ) 0 I By Missy, LLC ( 5 )
Series A Common Stock 12/18/2020 D 46,828 D $ 0 ( 2 ) 0 I By Spouse ( 6 )
Series A Cumulative Redeemable Preferred Stock 12/18/2020 D 18,041 D $ 0 ( 4 ) 0 I By Spouse ( 6 )
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
Restricted Stock Units - GLIBA ( 7 ) 12/18/2020 D 56,134 01/05/2023 01/05/2023 Series A Common Stock 56,134 $ 0 ( 8 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DUNCAN RONALD A
12300 LIBERTY BOULEVARD
ENGLEWOOD, CO80112
X
Signatures
/s/ Craig Troyer as Attorney-in-Fact for Ronald A. Duncan 12/22/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 3,420 shares of Series A common stock previously reported as indirectly held by the reporting person's 401(k) Savings Plan.
( 2 )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.
( 3 )Includes distributions to the reporting person of: (a) 13,564 shares of Series A Cumulative Redeemable Preferred Stock previously reported as indirectly held by the grantor retained annuity trust; and (b) 581 shares of Series A Cumulative Redeemable Preferred Stock previously reported as indirectly held by the reporting person's 401(k) Savings Plan.
( 4 )Pursuant to the terms of the Merger Agreement, each share of the Issuer's Series A Cumulative Redeemable Preferred Stock was converted into the right to receive 1 share of Parent's newly issued Series A Cumulative Redeemable Preferred Stock.
( 5 )A limited liability company, of which the reporting person is the managing and sole member, has a 25% ownership interest in Missy, LLC; his spouse has a 25% ownership interest in Missy, LLC; and his adult daughter holds the remaining 50% ownership interest in Missy, LLC. Accordingly, the reporting person may be deemed to be the indirect beneficial owner of certain of the Issuer's securities owned by Missy, LLC. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
( 6 )The reporting person disclaims beneficial ownership of these shares owned by his spouse.
( 7 )Each restricted stock unit represents a contingent right to receive one share of Series A Common Stock.
( 8 )Pursuant to the terms of the Merger Agreement, each outstanding award of restricted stock units ("RSUs") with respect to the Issuer's Series A common stock (an "Original RSU") was converted into an award of RSUs with respect to Parent's Series C common stock equal to the number of shares underlying such Original RSU multiplied by 0.580, rounded down to the nearest whole RSU. The RSUs 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 RSU.

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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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