Sec Form 5 Filing - FRIES MICHAEL T @ Liberty Latin America Ltd. - 2017-12-31

Insider filing report for Changes in Beneficial Ownership
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FORM 5
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
FRIES MICHAEL T
2. Issuer Name and Ticker or Trading Symbol
Liberty Latin America Ltd. [ LILA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Chairman
(Last) (First) (Middle)
1550 WEWATTA STREET, SUITE 710
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2017
(Street)
DENVER, CO80202
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
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
Share Appreciation Rights C $ 20.09 12/29/2017 J( 1 ) V 4,795 ( 2 ) 05/01/2018 Class C Common Shares 4,795 $ 0 4,795 D
Share Appreciation Rights C $ 21.96 12/29/2017 J( 1 ) V 11,967 ( 2 ) 05/01/2018 Class C Common Shares 11,967 $ 0 11,967 D
Share Appreciation Rights C $ 22.88 12/29/2017 J( 1 ) V 5,984 ( 2 ) 05/01/2018 Class C Common Shares 5,984 $ 0 5,984 D
Share Appreciation Rights C $ 20.93 12/29/2017 J( 1 ) V 2,397 ( 2 ) 05/01/2018 Class C Common Shares 2,397 $ 0 2,397 D
Share Appreciation Rights C $ 21.81 12/29/2017 J( 1 ) V 4,540 ( 2 ) 05/01/2019 Class C Common Shares 4,540 $ 0 4,540 D
Share Appreciation Rights C $ 24.6 12/29/2017 J( 1 ) V 5,664 ( 2 ) 05/01/2019 Class C Common Shares 5,664 $ 0 5,664 D
Share Appreciation Rights C $ 22.51 12/29/2017 J( 1 ) V 2,270 ( 2 ) 05/01/2019 Class C Common Shares 2,270 $ 0 2,270 D
Share Appreciation Rights C $ 23.84 12/29/2017 J( 1 ) V 11,330 ( 2 ) 05/01/2019 Class C Common Shares 11,330 $ 0 11,330 D
Share Appreciation Rights C $ 36.44 12/29/2017 J( 1 ) V 5,338 ( 2 ) 05/01/2020 Class C Common Shares 5,338 $ 0 5,338 D
Share Appreciation Rights C $ 31.14 12/29/2017 J( 1 ) V 4,279 ( 2 ) 05/01/2020 Class C Common Shares 4,279 $ 0 4,279 D
Share Appreciation Rights C $ 33.35 12/29/2017 J( 1 ) V 2,140 ( 2 ) 05/01/2020 Class C Common Shares 2,140 $ 0 2,140 D
Share Appreciation Rights C $ 34.03 12/29/2017 J V 10,679 ( 2 ) 05/01/2020 Class C Common Shares 10,679 $ 0 10,679 D
Share Appreciation Rights C $ 32.42 12/29/2017 J( 1 ) V 241,301 ( 2 ) 06/24/2020 Class C Common Shares 241,301 $ 0 241,301 D
Share Appreciation Rights C $ 29.66 12/29/2017 J( 1 ) V 96,687 ( 2 ) 06/24/2020 Class C Common Shares 96,687 $ 0 96,687 D
Share Appreciation Rights C $ 31.37 12/29/2017 J( 1 ) V 48,343 ( 2 ) 06/24/2020 Class C Common Shares 48,343 $ 0 48,343 D
Share Appreciation Rights C $ 34.29 12/29/2017 J( 1 ) V 120,710 ( 2 ) 06/24/2020 Class C Common Shares 120,710 $ 0 120,710 D
Share Appreciation Rights C $ 35.37 12/29/2017 J( 1 ) V 20,072 ( 3 ) 05/01/2021 Class C Common Shares 20,072 $ 0 20,072 D
Share Appreciation Rights C $ 38.65 12/29/2017 J( 1 ) V 50,088 ( 3 ) 05/01/2021 Class C Common Shares 50,088 $ 0 50,088 D
Share Appreciation Rights C $ 46.52 12/29/2017 J( 1 ) V 16,078 ( 4 ) 05/01/2022 Class C Common Shares 16,078 $ 0 16,078 D
Share Appreciation Rights C $ 50.84 12/29/2017 J( 1 ) V 39,527 ( 4 ) 05/01/2022 Class C Common Shares 39,527 $ 0 39,527 D
Share Appreciation Rights C $ 39.71 12/29/2017 J( 1 ) V 52,872 ( 5 ) 05/01/2023 Class C Common Shares 52,872 $ 0 52,872 D
Share Appreciation Rights C $ 40.61 12/29/2017 J( 1 ) V 21,188 ( 5 ) 05/01/2023 Class C Common Shares 21,188 $ 0 21,188 D
Share Appreciation Rights C $ 21.84 12/29/2017 J( 1 ) V 56,960 ( 6 ) 05/01/2024 Class C Common Shares 56,960 $ 0 56,960 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FRIES MICHAEL T
1550 WEWATTA STREET
SUITE 710
DENVER, CO80202
X Executive Chairman
Signatures
/s/ Michael T. Fries 02/13/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This share appreciation right ("SAR") was granted as a result of the adjustments described in this footnote. In connection with the completion of the Split-Off (as described in the Remarks section), all SARs awards held by the reporting person with respect to Liberty Global's LiLAC ordinary shares (each, a "Pre-Split LiLAC Award") were adjusted pursuant to the anti-dilution pro visions of the incentive plan under which the SAR awards were granted, such that the reporting person (i) disposed of the Pre-Split LiLAC Award and (ii) received a SAR relating to shares of the corresponding class of the Issuer's common shares ("Post-Split Splitco Award"). The terms of the Post-Split Splitco Award will, in all material respects, be the same as those of the corresponding Pre-Split LiLAC Award. 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.
( 2 )The SARs are immediately exercisable.
( 3 )The SARs provide for vesting of 12.5% of the shares on November 1, 2014, and the remaining shares in 14 equal quarterly installments commencing on February 1, 2015.
( 4 )The SARs provide for vesting of 12.5% of the shares on November 1, 2015, and the remaining shares in 14 equal quarterly installments commencing on February 1, 2016.
( 5 )The SARs provide for vesting of 12.5% of the shares on November 1, 2016, and the remaining shares in 14 equal quarterly installments commencing on February 1, 2017.
( 6 )The SARs provide for vesting of 12.5% of the shares on November 1, 2017, and the remaining shares in 14 equal quarterly installments commencing on February 1, 2018.

Remarks:
On December 29, 2017, Liberty Global effected the split-off of its wholly-owned subsidiary, the Issuer, by distributing the Issuer's common shares (the "distribution") to the holders of Liberty Global's LiLAC ordinary shares. Immediately following the distribution, the LiLAC ordinary shares were redesignated as deferred shares (with virtually no economic rights) and those deferred shares were transferred for no consideration to a third-party designee (such transactions together with the distribution, the "Split-Off"). In the distribution, holders of LiLAC ordinary shares received one share of the same class of common shares of the Issuer for each LiLAC ordinary share held by them at 5:00 p.m., New York City time, on December 29, 2017. The trading symbols for the Issuer's classes of common shares are LILA, LILAB, and LILAK.

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