Item 5.04. Temporary Suspension of Trading Under Registrant's Employee Benefit Plans.
On
Because a blackout period has been imposed under the GCI 401(k) Plan (the
"Plan"), in which the Company is an adopting employer, that is expected to begin
at market close on the business day immediately before the expected last day of
trading of the Company's equity securities and end sometime during the week
following the completion of the Combination (as defined below), the Company is
imposing a SOX blackout period that will begin at market close on the business
day immediately before the expected last day of trading of the Company's equity
securities and end sometime during the week following the completion of the
Combination. The blackout period under the Plan is needed in connection with the
proposed combination (the "Combination") of the Company and Liberty Broadband
Corporation ("Liberty Broadband"), which is subject to the satisfaction or (to
the extent permitted) waiver of certain conditions, including stockholder
approval and regulatory approval. The Company and Liberty Broadband will each
hold special meetings of their respective stockholders in connection with the
Combination, which are each scheduled for
While the SOX blackout period is in effect, the Covered Persons (and their immediate family members who share their residence) should not, directly or indirectly, engage in any purchase, sale, transfer, acquisition, or disposition of any equity securities of the Company (its Series A Common Stock, Series B Common Stock and Series A Cumulative Redeemable Preferred Stock), including stock options. There are limited exclusions and exemptions from this rule. Further, the above prohibition is in addition to other restrictions on trading activity that the Company imposes on its executive officers and directors, including under the Company's insider trading policy and any administrative blackout related to the Company's online incentive award platform.
The date of the completion of the Combination has not yet been set and is
expected to be completed not later than the first quarter of 2021. The Company
will be unable to determine the dates of the SOX blackout period until
stockholder approval and regulatory approval of the Combination is obtained. Due
to the events described above, this delay is beyond the reasonable control of
the Company. Accordingly, the Company has determined to provide to the Covered
Persons a notice required under Rule 104(b)(2)(ii) of Regulation BTR on
If the Covered Persons have any questions pertaining to this notice or the SOX
blackout period, they were directed to contact
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