SEC Form 4 · accession 0000808461-18-000139
GCI LIBERTY, INC. · GLIBA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Eric Louis Zinterhofer
Director · Other
Period of report
Mar 8, 2018
Accepted (ET)
Mar 12, 2018 · 9:35 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000808461
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A-1 Common StockF1,F2 | Mar 8, 2018 | J | 30,000 | $0.00 | D | 0 | I | by Searchlight Capital Partners, LP |
| Class A Common StockF1,F2 | Mar 8, 2018 | J | 18,900 | $0.00 | A | 18,900 | I | by Searchlight Capital Partners, LP |
| Series A Cumulative Redeemable Preferred StockF1,F2 | Mar 8, 2018 | J | 6,000 | $0.00 | A | 6,000 | I | by Searchlight Capital Partners, LP |
| Class A-1 Common StockF1,F3 | Mar 8, 2018 | J | 1,712,661 | $0.00 | D | 0 | I | See Footnotes |
| Class A Common StockF1,F3 | Mar 8, 2018 | J | 1,078,976 | $0.00 | A | 1,078,976 | I | See Footnotes |
| Series A Cumulative Redeemable Preferred StockF1,F3 | Mar 8, 2018 | J | 342,532 | $0.00 | A | 342,532 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On March 8, 2018, the Issuer effected the automatic conversion of its Class A-1 common stock and its Class B-1 common stock in accordance with the terms of the Issuer's amended and restated articles of incorporation. As a result, each share of the Issuer's Class A-1 common stock and Class B-1 common stock was automatically converted into (i) a fraction of a share of the Issuer's Class A common stock equal to 0.63 and (ii) a fraction of a share of the Issuer's Series A Cumulative Redeemable Preferred Stock equal to 0.20. These transactions were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities and Exchange Act of 1934, as amended.
- F2The 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.
- F3The 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.