SEC Form 4 · accession 0001225208-18-016174
GCI LIBERTY, INC. · GLIBA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ronald A Duncan
Director
Period of report
Nov 30, 2018
Accepted (ET)
Dec 4, 2018 · 4:57 pm EST
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 |
|---|---|---|---|---|---|---|---|---|
| Series A Common StockF1 | Nov 30, 2018 | F | 24,375 | $48.00 | D | 922,217 | D | |
| Series A Common StockF2 | holding | — | — | — | 1,848 | I | By 401(k) Savings Plan | |
| Series A Common StockF3 | holding | — | — | — | 283,505 | I | By 560 Company, Inc. | |
| Series A Common StockF4 | holding | — | — | — | 188,930 | I | By GRAT - Ron Duncan 2017 | |
| Series A Common StockF5,F6 | holding | — | — | — | 12,600 | I | By Missy, LLC | |
| Series A Common StockF7,F8 | holding | — | — | — | 9,450 | I | By Neoma N. Lowndes 2006 Revocable Trust | |
| Series A Common StockF9,F10 | holding | — | — | — | 56,828 | I | By Spouse |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The 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.
- F10The reporting person disclaims beneficial ownership of these shares owned by his spouse.
- F2The 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.
- F3Includes 37,567 Series A Common Stock shares transferred from direct to indirect ownership on November 30, 2018.
- F4These 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.
- F5Represents 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.
- F6The 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.
- F7Represents 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.
- F8The 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.
- F9The 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.
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.