Sec Form 4 Filing - MCI WORLDCOM NETWORK SERVICES INC @ GENERAL COMMUNICATION INC - 2004-12-07

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
MCI WORLDCOM NETWORK SERVICES INC
2. Issuer Name and Ticker or Trading Symbol
GENERAL COMMUNICATION INC [ GNCMA]
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)
22001 LOUDOUN, COUNTY PARKWAY
3. Date of Earliest Transaction (MM/DD/YY)
12/07/2004
(Street)
ASHBURN, VA20147
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 12/07/2004 S 3,751,509 D $ 8.33 0 D ( 1 )
Class B Common Stock 1,275,791 ( 2 ) 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
Series C Convertible Redeemable Accreting Preferred Stock $ 83.33 ( 3 ) 12/07/2004 S 1,000 ( 4 ) 06/30/2001 ( 5 ) Class A Common Stock 83,333 $ 1,000 0 D ( 1 )
Series C Convertible Redeemable Accreting Preferred Stock $ 83.33 ( 3 ) 12/07/2004 S 9,000 ( 6 ) 06/30/2001 ( 5 ) Class A Common Stock 750,000 $ 1,000 0 I ( 1 ) by MCI, Inc.
Class A Common Stock Options $ 7.5 ( 7 ) 06/30/2000 06/30/2010 Class A Common Stock 50,000 50,000 I by WorldCom Ventures, Inc.
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MCI WORLDCOM NETWORK SERVICES INC
22001 LOUDOUN
COUNTY PARKWAY
ASHBURN, VA20147
X
MCI INC
22001 LOUDOUN COUNTY PARKWAY
ASHBURN, VA20147
X
MCI COMMUNICATIONS CORP
22001 LOUDOUN COUNTY PARKWAY
ASHBURN, VA20147
X
Signatures
see attached 12/16/2004
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Not applicable
( 2 )MCI WORLDCOM Network Services, Inc. ("Network Services") is the record owner of 1,275,791 shares of Class B Common Stock. Network Services is a wholly-owned subsidiary of MCI Communications Corporation ("MCIC"). MCIC is a wholly-owned subsidiary of MCI, Inc. ("MCI"). As such, MCIC and MCI may be deemed to have shared voting and dispositive powers over the 1,275,791 shares of Class B Common Stock owned by Network Services
( 3 )Represents the number of shares of Class A Common Stock into which each share of Series C Convertible Redeemable Accreting Preferred Stock is convertible.
( 4 )The 1,000 shares of Series C Convertible Redeemable Accreting Preferred Stock were held by Network Services prior to their disposition in full on December 7, 2004.
( 5 )No expiration date.
( 6 )The 9,000 shares of Series C Convertible Redeemable Accreting Preferred Stock were held by MCI prior to their disposition in full on December 7, 2004.
( 7 )Represents the exercise price of the Class A Common Stock Options per share of Class A Common Stock.

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* 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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