Sec Form 4 Filing - MALONE JOHN C @ Ascent Capital Group, Inc. - 2019-08-30

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MALONE JOHN C 2. Issuer Name and Ticker or Trading Symbol Ascent Capital Group, Inc. [ ASCMA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 12300 LIBERTY BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 08/30/2019 (Street) ENGLEWOOD, CO80112 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Series A Common Stock 08/30/2019 U 110,681 ( 1 ) D $ 0 ( 2 ) 0 D Series A Common Stock 08/30/2019 U 113,345 D $ 0 ( 2 ) 0 I By Columbus Holding LLC ( 3 ) Series A Common Stock 08/30/2019 U 55,317 D $ 0 ( 2 ) 0 I By Charitable Remainder Trust (June 2003 CRT) Series A Common Stock 08/30/2019 U 16 D $ 0 ( 2 ) 0 I By Charitable Remainder Trust (1997 CRT) Series A Common Stock 08/30/2019 U 26,833 D $ 0 ( 2 ) 0 I Leslie A. Malone 1995 Revocable Trust ( 4 ) Series B Common Stock ( 5 ) 08/30/2019 U 92,244 D $ 0 ( 2 ) 0 D Series B Common Stock ( 5 ) 08/30/2019 U 145,225 D $ 0 ( 2 ) 0 I By Columbus Holding LLC ( 3 ) Series B Common Stock ( 5 ) 08/30/2019 U 2,046 D $ 0 ( 2 ) 0 I Leslie A. Malone 1995 Revocable Trust ( 6 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MALONE JOHN C 12300 LIBERTY BOULEVARD ENGLEWOOD, CO80112 X Signatures /s/ John C. Malone 09/04/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 1 share of the Issuer's Series A common stock that was previously reported as indirectly held by the reporting person in an IRA account. ( 2 )Pursuant to the terms of the Merger Agreement (as defined in the Remarks section), each share of the Issuer's Series A common stock and Series B common stock (together, the "Ascent Common Stock") was converted into the merger consideration, such that each holder of record of Ascent Common Stock has the right to receive, in the aggregate, a number of shares of MONI's (as defined in the Remarks section) common stock equal to the product of the total number of shares of such series of Ascent Common Stock held by such holder immediately prior to the Merger (as defined in the Remarks section) multiplied by the exchange ratio (as defined in the Remarks section) provided for in the Merger Agreement. ( 3 )Columbus Holding LLC is owned by the reporting person and his spouse. ( 4 )Includes 26,833 shares of the Issuer's Series A common stock that were previously reported as indirectly held by the reporting person's spouse. ( 5 )Each share of the Issuer's Series B common stock is convertible, at the holder's election, into one share of the Issuer's Series A common stock, at any time for no consideration other than the surrender of the share of Series B common stock for each share of Series A common stock. ( 6 )Includes 2,046 shares of the Issuer's Series B common stock that were previously reported as indirectly held by the reporting person's spouse.

Remarks: Pursuant to the Agreement and Plan of Merger, dated as of May 24, 2019 (the ''Merger Agreement"), by and among Ascent Capital Group, Inc. (the "Issuer" or "Ascent") and Monitronics International, Inc. ("MONI"), on August 30, 2019, Ascent merged with and into MONI (the "Merger"), with MONI surviving the Merger. The exchange ratio in the Merger was 0.1043086, which is equal to the quotient of (a) (i) (A) the Net Cash Amount (as defined in the Restructuring Support Agreement among Ascent, MONI and its domestic subsidiaries (collectively, the "Debtors") and certain creditors of the Debtors (the "RSA")), which in no event would be greater than $23,000,000, divided by (B) $395,111,570.00 (pursuant to the terms of the RSA, representing the discounted equity value at which participants in the Rights Offering (as defined in RSA), the Backstop Commitment Parties (as defined in the RSA) and the Equity Commitment Parties (as defined in the RSA) purchase Monitronics common stock, respectively), multiplied by (ii) 22,500,000 (pursuant to the terms of the RSA, representing the number of outstanding shares of Monitronics common stock as of the plan effective date); divided by (b) the number of outstanding shares of Ascent common stock immediately prior to the effective time of the Merger.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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