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SEC Filings

SC 13D/A
LIBERTY BROADBAND CORP filed this Form SC 13D/A on 06/01/2015
Entire Document
 

 


(1)                                 The share amounts included in the foregoing table do not reflect the Reporting Person’s beneficial ownership after giving effect to the closings of each of the TWC Transactions and the Bright House Transactions (each as defined herein). See Item 6 of this Statement.

 

(2)                                 Each of the (i) Voting Agreement, dated as of May 23, 2015, between Time Warner Cable, Inc (“TWC”) and the Reporting Person, (the “TWC Voting Agreement”), (ii) the Stockholders Agreement, dated March 19, 2013, between the Issuer and the Reporting Person, as amended by the Amendment, dated September 29, 2014 (the “Stockholders Agreement”) and (iii) the Amended and Restated Stockholders Agreement, dated as of May 23, 2015, by and among the Issuer, CCH I, LLC, Advance/Newhouse Partnership (“A/N”) and the Reporting Person (the “Second Amended and Restated Stockholders Agreement”) contains provisions relating to the ownership and voting of the Issuer’s Class A common stock by the Reporting Person.  The Reporting Person expressly disclaims the existence of and membership in a group with TWC and expressly disclaims the existence of and membership in a group with A/N.  See Item 6 of this Statement.

 

(3)                                 Subject to certain restrictions contained in (i) the TWC Voting Agreement, (ii) the Stockholders Agreement and (iii) the Second Amended and Restated Stockholders Agreement. See Item 6 of this Statement.

 

(4)                                 Subject to certain restrictions contained in the TWC Voting Agreement.  See Item 6 of this Statement.

 

(5)                                 For purposes of calculating beneficial ownership of the Reporting Person, the total number of shares of Class A common stock outstanding as of March 31, 2015 is 112,022,182, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed with the SEC on May 1, 2015.

 

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