SEC Form 4 · accession 0001225208-18-006088
GCI LIBERTY, INC. · GLIBA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gregory B Maffei
Officer — President and CEO · Director
Period of report
Mar 9, 2018
Accepted (ET)
Mar 13, 2018 · 5:58 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 Common StockF1 | Mar 9, 2018 | J | 358,021 | $0.00 | A | 358,021 | D | |
| Class B Common StockF2,F3,F1 | Mar 9, 2018 | J | 246,395 | $0.00 | A | 246,395 | D | |
| Class A Common StockF1,F4 | Mar 9, 2018 | J | 870 | $0.00 | A | 870 | I | By 401(k) Savings Plan |
| Class A Common StockF1,F5 | Mar 9, 2018 | J | 574,211 | $0.00 | A | 574,211 | I | Maven 2017 - 1 GRAT |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy) - GLIBAF6,F7 | $55.96 | Mar 9, 2018 | J | 765,441 | A | — | Dec 17, 2019 | Class A Common Stock | 765,441 | 765,441 | D |
| Stock Option (right to buy) - GLIBAF6,F7 | $55.96 | Mar 9, 2018 | J | 108,557 | A | — | Dec 26, 2024 | Class A Common Stock | 108,557 | 108,557 | D |
| Stock Option (right to buy) - GLIBBF6,F7 | $56.38 | Mar 9, 2018 | J | 119,545 | A | — | Mar 29, 2023 | Class B Common Stock | 119,545 | 119,545 | D |
| Stock Option (right to buy) - GLIBBF6,F7 | $56.38 | Mar 9, 2018 | J | 64,732 | A | — | Mar 31, 2022 | Class B Common Stock | 64,732 | 64,732 | D |
| Stock Option (right to buy) - GLIBBF6,F7 | $56.38 | Mar 9, 2018 | J | 258,724 | A | — | May 11, 2024 | Class B Common Stock | 258,724 | 258,724 | D |
| Stock Option (right to buy) - GLIBBF6,F8 | $56.38 | Mar 9, 2018 | J | 637,561 | A | — | Dec 24, 2021 | Class B Common Stock | 637,561 | 637,561 | D |
| Stock Option (right to buy) - GLIBBF6 | $54.01 | Mar 9, 2018 | J | 143,044 | A | Dec 31, 2018 | Mar 5, 2025 | Class B Common Stock | 143,044 | 143,044 | D |
Explanation of responses
- F1On 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.
- F2Each 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.
- F3Includes an award of 165,684 restricted shares which vests in two equal installments on December 24, 2018 and December 24, 2019.
- F4The 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.
- F5The reporting person is the sole trustee of the grantor retained annuity trust, for the benefit of himself, his spouse and his children.
- F6In 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.
- F7The derivative security is fully vested.
- F8The derivative security vests in two equal insallments on December 24, 2018 and December 24, 2019.