SEC Form 4 · accession 0001225208-18-006089
GCI LIBERTY, INC. · GLIBA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Albert E Rosenthaler
Officer — Chief Corp. Dev. Officer
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 StockF2,F1 | Mar 9, 2018 | J | 48,558 | $0.00 | A | 48,558 | D | |
| Class A Common StockF1,F3 | Mar 9, 2018 | J | 1,845 | $0.00 | A | 1,845 | I | By 401(k) Savings Plan |
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) - GLIBAF4,F5 | $55.96 | Mar 9, 2018 | J | 12,232 | A | — | Mar 4, 2022 | Class A Common Stock | 12,232 | 12,232 | D |
| Stock Option (right to buy) - GLIBAF4,F5 | $55.96 | Mar 9, 2018 | J | 5,002 | A | — | Mar 4, 2022 | Class A Common Stock | 5,002 | 17,234 | D |
| Stock Option (right to buy) - GLIBAF4,F6 | $55.96 | Mar 9, 2018 | J | 33,290 | A | — | Mar 4, 2023 | Class A Common Stock | 33,290 | 33,290 | D |
| Stock Option (right to buy) - GLIBAF4,F5 | $55.96 | Mar 9, 2018 | J | 22,669 | A | — | Mar 19, 2020 | Class A Common Stock | 22,669 | 22,669 | D |
| Stock Option (right to buy) - GLIBAF4,F5 | $55.96 | Mar 9, 2018 | J | 4,208 | A | — | Dec 26, 2024 | Class A Common Stock | 4,208 | 4,208 | 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.
- F2Includes an award of 7,422 restricted shares which vests in two equal installments on December 31, 2019 and December 31, 2020.
- F3The 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.
- F4In 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.
- F5The derivative security is fully vested.
- F6The derivative security vests in two equal installments on December 31, 2019 and December 31, 2020.