Sec Form 4 Filing - Graffam Fred @ 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Graffam Fred 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 _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Senior Vice President & CFO (Last) (First) (Middle) 5251 DTC PARKWAY, SUITE 1000 3. Date of Earliest Transaction (MM/DD/YY) 08/30/2019 (Street) GREENWOOD VILLAGE, CO80111 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 F 2,071 D ( 1 ) $ 0.775 9,648 D Series A Common Stock 08/30/2019 D 9,648 D 0 D

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 Phantom Units ( 3 ) 08/30/2019 D 40,761 ( 4 ) ( 4 ) Series A Common Stock 40,761 ( 5 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Graffam Fred 5251 DTC PARKWAY, SUITE 1000 GREENWOOD VILLAGE, CO80111 Senior Vice President & CFO Signatures /s/ William E Niles, attorney-in-fact 08/30/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares disposed of in this transaction were withheld by the Issuer in connection with the payment of withholding taxes on certain restricted shares that vested on August 30, 2019. The price is the closing price on August 29, 2019. ( 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 Monitronics' (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, the "Exchange Ratio"). ( 3 )Each phantom unit was the economic equivalent of one share of the Issuer's Series A common stock. ( 4 )Vests in three equal annual installments beginning on March 29, 2019, subject to Mr. Graffam's employment with Ascent and Brinks Home Security on each vesting date. On the settlement date, the fair market value of the phantom units that vest shall be paid to Mr. Graffam in cash. ( 5 )Pursuant to the terms of the Merger Agreement, each outstanding award of phantom units was converted into an award of phantom units with respect to Monitronics common stock equal to (x) the Exchange Ratio multiplied by (y) the aggregate number of shares covered by such phantom units, rounded to the nearest whole unit.

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. ("Ascent") and Monitronics International, Inc. ("Monitronics"), on August 30, 2019, Ascent merged with and into Monitronics (the "Merger"), with Monitronics 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, Monitronics 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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.