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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (right to buy) - GLIBA (6) | $ 55.96 | 03/09/2018 | J(6) | V | 765,441 | (7) | 12/17/2019 | Class A Common Stock | 765,441 (6) | $ 0 | 765,441 | D | |||
Stock Option (right to buy) - GLIBA (6) | $ 55.96 | 03/09/2018 | J(6) | V | 108,557 | (7) | 12/26/2024 | Class A Common Stock | 108,557 (6) | $ 0 | 108,557 | D | |||
Stock Option (right to buy) - GLIBB (6) | $ 56.38 | 03/09/2018 | J(6) | V | 119,545 | (7) | 03/29/2023 | Class B Common Stock | 119,545 (6) | $ 0 | 119,545 | D | |||
Stock Option (right to buy) - GLIBB (6) | $ 56.38 | 03/09/2018 | J(6) | V | 64,732 | (7) | 03/31/2022 | Class B Common Stock | 64,732 (6) | $ 0 | 64,732 | D | |||
Stock Option (right to buy) - GLIBB (6) | $ 56.38 | 03/09/2018 | J(6) | V | 258,724 | (7) | 05/11/2024 | Class B Common Stock | 258,724 (6) | $ 0 | 258,724 | D | |||
Stock Option (right to buy) - GLIBB (6) | $ 56.38 | 03/09/2018 | J(6) | V | 637,561 | (8) | 12/24/2021 | Class B Common Stock | 637,561 (6) | $ 0 | 637,561 | D | |||
Stock Option (right to buy) - GLIBB (6) | $ 54.01 | 03/09/2018 | J(6) | V | 143,044 | 12/31/2018 | 03/05/2025 | Class B Common Stock | 143,044 (6) | $ 0 | 143,044 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MAFFEI GREGORY B 12300 LIBERTY BOULEVARD ENGLEWOOD, CO 80112 |
X | President and CEO |
/s/ Craig Troyer as Attorney-in-Fact for Gregory B. Maffei | 03/13/2018 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | On March 9, 2018, Liberty Interactive Corporation ("Liberty Interactive") redeemed (the "Redemption") each share of its Liberty Ventures common stock for shares of common stock of GCI Liberty, Inc. (the "Issuer"). In the Redemption, Liberty Interactive redeemed (i) each outstanding share of its Series A Liberty Ventures common stock for one share of the Issuer's Class A common stock and (ii) each outstanding share of its Series B Liberty Ventures common stock for one share of the Issuer's Class B common stock. |
(2) | Each share of Class B common stock is convertible, at the holder's election, into one share of Class A common stock, at any time for no consideration other than the surrender of the share of Class B common stock for each share of Class A common stock. |
(3) | Includes an award of 165,684 restricted shares which vests in two equal installments on December 24, 2018 and December 24, 2019. |
(4) | The number of shares reported as held in the reporting person's 401(k) is based on a statement from the Plan Administrator dated as of February 28, 2018, pro forma for the completion of the Redemption. |
(5) | The reporting person is the sole trustee of the grantor retained annuity trust, for the benefit of himself, his spouse and his children. |
(6) | In connection with the completion of the Redemption, all option awards held by the reporting person with respect to Liberty Interactive's Liberty Ventures common stock (each, a "Ventures Award") were adjusted pursuant to the anti-dilution provisions of the incentive plan under which the option awards were granted, such that each Ventures Award was exchanged for an option to purchase an equivalent number of shares of the corresponding class of the Issuer's common stock. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. |
(7) | The derivative security is fully vested. |
(8) | The derivative security vests in two equal insallments on December 24, 2018 and December 24, 2019. |