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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DUNCAN RONALD A 12300 LIBERTY BOULEVARD ENGLEWOOD, CO 80112 |
X |
/s/ Craig Troyer as Attorney-in-Fact for Ronald A. Duncan | 12/04/2018 | |
**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) | The number of shares reported as directly held is increased by 5 shares from the Form 4 filed by the reporting person on March 12, 2018, as a result of an accounting reconciliation. |
(2) | 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 November 30, 2018. |
(3) | Includes 37,567 Series A Common Stock shares transferred from direct to indirect ownership on November 30, 2018. |
(4) | These shares were previously reported as directly held. On March 20, 2017, the reporting person contributed 300,000 shares of Class A Common Stock of the Issuer's predecessor to a grantor retained annuity trust, of which the reporting person is the sole trustee, for the benefit of himself, his spouse, and his child. |
(5) | Represents all of the issuer's shares of Series A Common Stock held by Missy, LLC. The reporting person previously reported the securities held by Missy, LLC in which he may have been deemed to have a beneficial ownership interest or a pecuniary interest. |
(6) | The reporting person has a 25% ownership interest in Missy, LLC; his spouse has a 25% ownership interest in Missy, LLC; and the Neoma N. Lowndes 2006 Revocable Trust holds the remaining 50% interest in Missy, LLC. The reporting person's daughter is the 50% beneficiary of this trust. Accordingly, the reporting person may be deemed to be the indirect beneficial owner of certain of the issuer's securities owned by Missy, LLC. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. |
(7) | Represents all of the issuer's shares of Series A Common Stock held by the Neoma N. Lowndes 2006 Revocable Trust. The reporting person previously reported the securities held by the Neoma N. Lowndes 2006 Revocable Trust in which he may have been deemed to have a beneficial ownership interest or a pecuniary interest. |
(8) | The reporting person is the trustee of the Neoma N. Lowndes 2006 Revocable Trust and has sole voting and dispositive power over shares held by such trust. The reporting person's daughter is the 50% beneficiary of this trust. The reporting person disclaims beneficial ownership of the issuer's shares held by such trust. |
(9) | The number of shares reported as held by the reporting person's spouse is decreased by 2 shares from the Form 4 filed by the reporting person on March 12, 2018, as a result of an accounting reconciliation. |
(10) | The reporting person disclaims beneficial ownership of these shares owned by his spouse. |
Remarks: On May 10, 2018, GCI Liberty, Inc., a Delaware corporation (previously known as GCI Merger Sub, Inc.), became the successor of GCI Liberty, Inc., an Alaska corporation, pursuant to a merger. The merger had the effect of changing GCI Liberty's domicile, but did not alter the proportionate interests of security holders. |