Sec Form 4 Filing - Zinterhofer Eric Louis @ GCI LIBERTY, INC. - 2018-03-08

Insider filing report for Changes in Beneficial Ownership
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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
Zinterhofer Eric Louis
2. Issuer Name and Ticker or Trading Symbol
GCI LIBERTY, INC. [ GLIBA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Remarks
(Last) (First) (Middle)
745 FIFTH AVENUE, 27TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
03/08/2018
(Street)
NEW YORK, NY10151
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
Class A-1 Common Stock 03/08/2018 J( 1 ) 30,000 D $ 0 ( 1 ) 0 I by Searchlight Capital Partners, LP ( 2 )
Class A Common Stock 03/08/2018 J( 1 ) 18,900 A $ 0 ( 1 ) 18,900 I by Searchlight Capital Partners, LP ( 2 )
Series A Cumulative Redeemable Preferred Stock 03/08/2018 J( 1 ) 6,000 A $ 0 ( 1 ) 6,000 I by Searchlight Capital Partners, LP ( 2 )
Class A-1 Common Stock 03/08/2018 J( 1 ) 1,712,661 D $ 0 ( 1 ) 0 I See Footnotes ( 3 )
Class A Common Stock 03/08/2018 J( 1 ) 1,078,976.43 A $ 0 ( 1 ) 1,078,976.43 I See Footnotes ( 3 )
Series A Cumulative Redeemable Preferred Stock 03/08/2018 J( 1 ) 342,532.2 A $ 0 ( 1 ) 342,532.2 I See Footnotes ( 3 )
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
Zinterhofer Eric Louis
745 FIFTH AVENUE, 27TH FLOOR
NEW YORK, NY10151
X See Remarks
Signatures
/s/ Eric L. Zinterhofer 03/12/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On March 8, 2018, the Issuer effected the automatic conversion of its Class A-1 common stock and its Class B-1 common stock in accordance with the terms of the Issuer's amended and restated articles of incorporation. As a result, each share of the Issuer's Class A-1 common stock and Class B-1 common stock was automatically converted into (i) a fraction of a share of the Issuer's Class A common stock equal to 0.63 and (ii) a fraction of a share of the Issuer's Series A Cumulative Redeemable Preferred Stock equal to 0.20. These transactions were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities and Exchange Act of 1934, as amended.
( 2 )The securities are owned by Searchlight Capital Partners, LP ("SCP LP"). Searchlight Capital Partners, LLC ("SCP LLC"), an affiliate of the Searchlight ALX GP LLC (the "Searchlight GP"), is the general partner of SCP LP. Eric L. Zinterhofer is a manager of SCP LLC. By reason of the provisions of Rule 16a-1, Mr. Zinterhofer and SCP LLC may be deemed to be the beneficial owners of the securities beneficially owned by SCP LP. Mr. Zinterhofer does not alone have dispositive or voting power with respect to any securities owned, directly or indirectly, by SCP LLC or by SCP LP. Mr. Zinterhofer and SCP LLC hereby disclaim beneficial ownership of all securities, except to the extent of any indirect pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
( 3 )The securities are owned by Searchlight ALX, L.P. (the "Fund"). Searchlight ALX GP, LLC (the "Searchlight GP") is the general partner of the Fund. Eric L. Zinterhofer is a manager of the Searchlight GP. By reason of the provisions of Rule 16a-1, Mr. Zinterhofer and the Searchlight GP may be deemed to be the beneficial owners of the securities beneficially owned by the Fund. Mr. Zinterhofer does not alone have dispositive or voting power with respect to any securities owned, directly or indirectly, by the Searchlight GP or by the Fund. Mr. Zinterhofer and the Searchlight GP hereby disclaim beneficial ownership of all securities, except to the extent of any indirect pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

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