X0306 4 2020-12-18 0 0001091667 CHARTER COMMUNICATIONS, INC. /MO/ CHTR 0001611983 Liberty Broadband Corp 12300 LIBERTY BOULEVARD ENGLEWOOD CO 80112 1 0 1 0 Class A Common Stock 2020-12-18 4 J 0 5358401 A 33799325 I Held through wholly-owned subsidiaries Class A Common Stock 25666451 D 1.75% Exch. Senior Debentures due 2046 (obligation to sell) 2020-12-18 4 J 0 14536000 D 2046-09-30 Class A Common Stock 39231 14536000 I Held through a wholly-owned subsidiary At the effective time of the Merger (as defined in the Remarks section), the Reporting Person completed a combination with GCI Liberty (as defined in the Remarks section) and thus indirectly acquired 5,358,401 shares of Common Stock (as defined in the Remarks section) held by a wholly owned subsidiary of GCI Liberty. The consideration paid to GCI Liberty stockholders is described in Exhibit 99.1. As a result of the Combination (as defined the Remarks section), Merger LLC (as defined in the Remarks section) became a wholly owned subsidiary of the Reporting Person. As a result of the Combination, Merger LLC entered into a supplemental indenture and assumed the obligations with respect to $14,536,000 aggregate original principal amount outstanding under GCI Liberty's 1.75% exchangeable senior debentures due 2046 (the "Debentures"). Each $1,000 principal amount of Debentures is initially exchangeable for 2.6989 shares of Common Stock. Upon exchange at the option of the holder or a purchase of the Debentures pursuant to a holder's put right, Merger LLC may elect physical or cash settlement, or a combination thereof. Each Debenture is exchangeable at the option of the holder during specified periods as set forth in Exhibit 99.1. Holders of the Debentures may put them to Merger LLC on October 5, 2023 and the Debentures may be redeemed by Merger LLC, in whole or in part, on or after October 5, 2023. On December 18, 2020, the Reporting Person completed a combination with GCI Liberty, Inc. ("GCI Liberty"), which included acquiring all of the outstanding shares of GCI Liberty in a stock-for-stock merger. The combination was effected by (i) a merger of Grizzly Merger Sub 2, Inc., a wholly owned subsidiary of Grizzly Merger Sub 1, LLC ("Merger LLC"), with and into GCI Liberty (the "Merger") with GCI Liberty surviving as an indirect wholly owned subsidiary of the Reporting Person and (ii) the merger of GCI Liberty (as the surviving corporation in the Merger) with and into Merger LLC (the "Upstream Merger" and together with the Merger, the "Combination"), with Merger LLC surviving the Upstream Merger as a wholly owned subsidiary of the Reporting Person. In connection with the completion of the Combination, GCI Liberty's beneficial ownership of the shares of Class A common stock, par value $.001 per share, of the Issuer ("Common Stock") and the Debentures were transferred to the Reporting Person. As the transfer of beneficial ownership of each of the Common Stock and the Debentures was part of a larger business combination transaction involving the Reporting Person and GCI Liberty, the Reporting Person does not admit that there was an acquisition for purposes of Section 16(b) of the Securities Exchange Act of 1934, as amended. For more information, see Exhibit 99.1. Liberty Broadband Corporation By: /s/ Brittany A. Uthoff, Vice President 2020-12-22