Sec Form 4 Filing - Liberty Interactive Corp @ GCI LIBERTY, INC. - 2018-03-09

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
Liberty Interactive Corp
2. Issuer Name and Ticker or Trading Symbol
GCI LIBERTY, INC. [ GLIBA]
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)
03/09/2018
(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
Class A Common Stock 03/09/2018 J( 1 ) 81,706,919 D 0 D ( 2 )
Class B Common Stock ( 3 ) 03/09/2018 J( 1 ) 4,455,308 D 0 D ( 2 )
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
Liberty Interactive Corp
12300 LIBERTY BOULEVARD
ENGLEWOOD, CO80112
X
Signatures
Liberty Interactive Corporation By: /s/ Craig Troyer Title: Senior Vice President, Deputy General Counsel and Assistant Secretary 03/13/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The transactions reported on this Form relate to the split-off of the Issuer from the Reporting Person effective March 9, 2018. The Reporting Person acquired the shares of the Issuer's Class A common stock, no par value ("GLIBA"), and Class B common stock, no par value ("GLIBB"), on March 9, 2018, pursuant to the terms of an Agreement and Plan of Reorganization, dated as of April 4, 2017, by and among the Reporting Person, Liberty Interactive, LLC, a wholly-owned subsidiary of the Reporting Person ("LI LLC") and the Issuer, as amended. In the split-off, the Reporting Person redeemed (i) each outstanding share of its Series A Liberty Ventures common stock for one share of GLIBA and (ii) each outstanding share of its Series B Liberty Ventures common stock for one share of GLIBB. The Reporting Person did not retain any shares of GLIBA or GLIBB following the split-off.
( 2 )Prior to the split-off, LI LLC distributed the shares of GLIBA and GLIBB to the Reporting Person.
( 3 )Each share of Class B common stock is convertible, at the holder's election, into one share of Class A common stock, at any time for no consideration other than the surrender of the share of Class B common stock for each share of Class A common stock.

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).

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