Form SCHEDULE 13D/A Liberty Broadband Corp Filed by: DUNCAN RONALD A
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Liberty Broadband Corporation (Name of Issuer) |
Series A Cumulative Redeemable Preferred Stock (Title of Class of Securities) |
(CUSIP Number) |
Ronald A. Duncan 2550 Denali Street, Suite 1000, Anchorage, AK, 99503 907-868-5600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/19/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Ronald A. Duncan | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Series A Cumulative Redeemable Preferred Stock | |
| (b) | Name of Issuer:
Liberty Broadband Corporation | |
| (c) | Address of Issuer's Principal Executive Offices:
12300 Liberty Boulevard, Englewood,
COLORADO
, 80112. | |
Item 1 Comment:
This statement on Schedule 13D relates to the Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the "Preferred Stock"), of Liberty Broadband Corporation, a Delaware corporation (now known as Fusion Merger Sub 1, LLC, the "Issuer" or "Liberty Broadband"). The statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") by the Reporting Person, Mr. Ronald A. Duncan ("Mr. Duncan" or the "Reporting Person"), on December 23, 2020 (the "Schedule 13D"), is hereby amended and supplemented to include the information set forth herein.
This amended statement on Schedule 13D/A (this "Amendment") constitutes Amendment No. 1 to the Schedule 13D (the Schedule 13D, as amended by the Amendment, collectively, the "Statement"). This Amendment is the final amendment to the Schedule 13D and an exit filing for the Reporting Person. Capitalized terms not defined herein have the meanings given to such terms in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified. This Amendment is filed to disclose that the Reporting Person ceased to be the beneficial owner of more than five percent of the outstanding shares of Preferred Stock. | ||
| Item 2. | Identity and Background | |
| (a) | Ronald A. Duncan | |
| (b) | 2550 Denali Street, Suite 1000, Anchorage, Alaska 99503 | |
| (c) | President and Chief Executive Officer of Liberty Capital Corporation. | |
| (d) | During the last five years, the Reporting Person has not been charged or convicted in a criminal proceeding. | |
| (e) | During the last five years, the Reporting Person was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, where such person, as result of such proceeding, was or became subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such law. | |
| (f) | USA | |
| Item 4. | Purpose of Transaction | |
The information contained in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:
As previously disclosed by the Issuer, on November 12, 2024, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Charter Communications, Inc. ("Charter"), Fusion Merger Sub 1, LLC, a Delaware limited liability company and wholly owned subsidiary of Charter ("Merger LLC"), and Fusion Merger Sub 2, Inc., a Delaware corporation and wholly owned subsidiary of Merger LLC ("Merger Sub"), whereby, subject to the terms thereof, (i) Merger Sub would merge with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as the surviving corporation and a wholly owned subsidiary of Merger LLC, and (ii) the Merger would be immediately followed by a merger of the Issuer, as such surviving corporation, with and into Merger LLC (the "Upstream Merger", and together with the Merger, the "Combination"), with Merger LLC surviving the Upstream Merger as the surviving company and a wholly owned subsidiary of Charter.
On August 19, 2026, the transactions contemplated by Merger Agreement, including the Combination, were completed, and each share of Preferred Stock was automatically converted into one validly issued, fully paid and nonassessable share of Charter's newly issued Series A cumulative redeemable preferred stock, par value $0.001 per share, and accordingly, as a result of the completion of the Merger, the Reporting Person disposed of all of the shares of Preferred Stock beneficially owned by the Reporting Person and ceased to be the beneficial owner of any shares of Preferred Stock. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of August 19, 2026, following the completion of the Merger, the Reporting Person beneficially owns zero shares of Preferred Stock. | |
| (c) | Other than as described in this Amendment (including with respect to the completion of the Combination disclosed in item 4 hereof), the Reporting Person has not effected any transactions with respect to the Preferred Stock during the 60 days preceding the date hereof. | |
| (d) | Not applicable. | |
| (e) | On August 19, 2026, following the completion of the Merger, the Reporting Person ceased to be the beneficial owner of more than five percent of the outstanding shares of Preferred Stock. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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