SEC Form 4 · accession 0000808461-18-000101
GCI LIBERTY, INC. · GLIBA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A-1 Common Stock | Mar 1, 2018 | A | 7,500 | $38.43 | A | 7,500 | D | |
| Class A-1 Common Stock | Mar 1, 2018 | J | 7,500 | $0.00 | D | 0 | D | |
| Class A-1 Common StockF3 | Mar 1, 2018 | J | 7,500 | $0.00 | A | 30,000 | I | by Searchlight Capital Partners, LP |
| Class A-1 Common StockF4 | holding | — | — | — | 1,712,661 | I | See Footnotes |
Table II — derivative securities
Explanation of responses
- F1Pursuant to the GCI Liberty, Inc. Director Compensation Plan, a grant of 7,500 shares of the issuers Class A-1 common stock was made on March 1, 2018, effective and vesting as of that date.
- F2Shares transferred by Mr. Zinterhofer to indirect beneficial ownership by Searchlight Capital Partners, LP.
- F3The securities are owned by Searchlight Capital Partners, LP ("SCP LP"). Searchlight Capital Partners, LLC ("SCP LLC"), an affiliate of the Searchlight ALX GP LLC (the "Searchlight GP"), is the general partner of SCP LP. Eric L. Zinterhofer is a manager of SCP LLC. By reason of the provisions of Rule 16a-1, Mr. Zinterhofer and SCP LLC may be deemed to be the beneficial owners of the securities beneficially owned by SCP LP. Mr. Zinterhofer does not alone have dispositive or voting power with respect to any securities owned, directly or indirectly, by SCP LLC or by SCP LP. Mr. Zinterhofer and SCP LLC hereby disclaim beneficial ownership of all securities, except to the extent of any indirect pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- F4The securities are owned by Searchlight ALX, L.P. (the "Fund"). Searchlight ALX GP, LLC (the "Searchlight GP") is the general partner of the Fund. Eric L. Zinterhofer is a manager of the Searchlight GP. By reason of the provisions of Rule 16a-1, Mr. Zinterhofer and the Searchlight GP may be deemed to be the beneficial owners of the securities beneficially owned by the Fund. Mr. Zinterhofer does not alone have dispositive or voting power with respect to any securities owned, directly or indirectly, by the Searchlight GP or by the Fund. Mr. Zinterhofer and the Searchlight GP hereby disclaim beneficial ownership of all securities, except to the extent of any indirect pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Remarks
The reporting persons herein may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934, as amended. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by such reporting person. This report shall not be deemed an admission that such reporting person is a member of a group or the beneficial owner of any securities not directly owned by such reporting person. - Mr. Zinterhofer, a manager of the Searchlight GP, serves on the board of directors of GCI. As a result, the other reporting persons herein may be deemed directors by deputization.