SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
(Rule 13d-102)
(Amendment No. 2)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
General Communications, Inc.
(Name of Issuer)
Class A common stock
(Title of Class of Securities)
369385109
(CUSIP Number)
March 31, 2015
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
| CUSIP No. 369385109 | 13G/A |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
MAST Capital Management, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) ¨ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
0 (1) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 (1) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (1) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0% ** (1) | |||||
| 12 | TYPE OF REPORTING PERSON*
IA, OO | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
| ** | SEE ITEM 4(b). |
| (1) | Reflects the beneficial ownership of the Reporting Person as of December 31, 2015. See additional information regarding beneficial ownership contained in Item 4 and Item 6. |
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| CUSIP No. 369385109 | 13G/A |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
David J. Steinberg | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) ¨ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
0 (1) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 (1) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (1) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0% ** (1) | |||||
| 12 | TYPE OF REPORTING PERSON*
HC, IN | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
| ** | SEE ITEM 4(b). |
| (1) | Reflects the beneficial ownership of the Reporting Person as of December 31, 2015. See additional information regarding beneficial ownership contained in Item 4 and Item 6. |
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SCHEDULE 13G/A
This Amendment No. 2 (this “Amendment”) to Schedule 13G (the “Schedule 13G”) is being filed on behalf of MAST Capital Management, LLC, a Delaware limited liability company (“MAST Capital”), and Mr. David J. Steinberg, the principal of MAST Capital, relating to Class A common stock (the “Common Stock”), of General Communications, Inc., an Alaska corporation (the “Issuer”).
This Amendment relates to Common Stock of the Issuer purchased by MAST Capital through the accounts of certain private funds (collectively, the “MAST Accounts”). MAST Capital serves as the investment manager to the MAST Accounts and may direct the vote and disposition of the 1,920,063 shares of Common Stock held by the MAST Accounts as of March 31, 2015. As the principal of MAST Capital, Mr. Steinberg may direct the vote and disposition of the 1,920,063 shares of Common Stock held by the MAST Accounts as of March 31, 2015.
This Amendment is being filed to report that as of December 31, 2015, the Reporting Persons no longer own shares of Common Stock of the Issuer and amends and restates the Schedule 13G as follows.
| Item 1(a) | Name of Issuer. |
General Communications, Inc.
| Item 1(b) | Address of Issuer’s Principal Executive Offices. |
2550 Denali Street, Suite 1000
Anchorage, Alaska 99503
| Item 2(a) | Name of Person Filing. |
MAST Capital Management, LLC (“MAST Capital”) and Mr. David J. Steinberg.
| Item 2(b) | Address of Principal Business Office, or, if none, Residence. |
200 Clarendon Street
51st Floor
Boston, Massachusetts 02116
| Item 2(c) | Citizenship or Place of Organization. |
MAST Capital is a limited liability company organized under the laws of the State of Delaware. Mr. Steinberg is the principal of MAST Capital and is a United States citizen.
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| Item 2(d) | Title of Class of Securities. |
Class A common stock (the “Common Stock”).
| Item 2(e) | CUSIP Number. |
369385109
| Item 3 | Reporting Person. |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||
| (e) | x | An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E). | ||
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | ||
| (g) | x | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). | ||
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | ||
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). | ||
| (j) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | ||
| Item 4 | Ownership. |
| (a) | As of March 31, 2015, MAST Capital and Mr. Steinberg were the beneficial owners of 1,920,063 shares of Common Stock. |
As of December 31, 2015, the Reporting Persons owned 0 shares of Common Stock of the Issuer.
| (b) | As of March 31, 2015, MAST Capital and Mr. Steinberg are the beneficial owners of 5.6% of the outstanding Common Stock. This percentage is determined by dividing 1,920,063 by 37,421,000, the number of shares of Common Stock issued and outstanding as of April 30, 2015, as reported in the Issuer’s Form 10-Q filed on May 8, 2015. |
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As of December 31, 2015, the Reporting Persons owned 0.0% of the outstanding Common Stock.
| (c) | As of March 31, 2015, MAST Capital, as the investment manager to the MAST Accounts, had the shared power to direct the vote and disposition of the 1,920,063 shares of Common Stock held by the MAST Accounts. As the principal of MAST Capital, Mr. Steinberg had the shared power to direct the vote and disposition of the 1,920,063 shares of Common Stock held by the MAST Accounts. |
As of December 31, 2015, the Reporting Persons owned 0 shares of Common Stock of the Issuer.
| Item 5 | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following [X].
| Item 6 | Ownership of More Than Five Percent on Behalf of Another Person. |
As of March 31, 2015, the 1,920,063 shares of Common Stock held by the MAST Accounts consisted of the following amounts: (i) 462,201 shares of Common Stock held by Mast Credit Opportunities I Master Fund Limited; (ii) 794,709 shares of Common Stock held by Mast OC I Master Fund LP; (iii) 470,276 shares of Common Stock held by Mast Select Opportunities Master Fund LP; and (iv) 192,877 shares of Common Stock held by Mast Admiral Master Fund LP.
| Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company. |
Inapplicable.
| Item 8 | Identification and Classification of Members of the Group. |
Inapplicable.
| Item 9 | Notice of Dissolution of Group. |
Inapplicable.
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| Item 10 | Certification. |
By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and were not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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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.
Date: February 16, 2016
| MAST CAPITAL MANAGEMENT, LLC | ||
| By: | /s/ David J. Steinberg | |
| David J. Steinberg | ||
| Authorized Signatory | ||
| /s/ David J. Steinberg | ||
| David J. Steinberg | ||
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