Sec Form 4 Filing - Carleton Mark D @ GCI LIBERTY, INC. - 2018-03-09

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 Carleton Mark D 2. Issuer Name and Ticker or Trading Symbol GCI LIBERTY, INC. [ GLIBA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CFO/Treasurer (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 ) 19,717 ( 2 ) A $ 0 ( 1 ) 19,717 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 Stock Option (right to buy) - GLIBA ( 3 ) $ 55.96 03/09/2018 J( 3 ) V 12,232 ( 4 ) 03/04/2022 Class A Comm on Stock 12,232 ( 3 ) $ 0 12,232 D Stock Option (right to buy) - GLIBA ( 3 ) $ 55.96 03/09/2018 J( 3 ) V 5,002 ( 4 ) 03/04/2022 Class A Common Stock 5,002 ( 3 ) $ 0 17,234 D Stock Option (right to buy) - GLIBA ( 3 ) $ 55.96 03/09/2018 J( 3 ) V 33,290 ( 5 ) 03/04/2023 Class A Common Stock 33,290 ( 3 ) $ 0 33,290 D Stock Option (right to buy) - GLIBA ( 3 ) $ 55.96 03/09/2018 J( 3 ) V 9,985 ( 4 ) 03/19/2020 Class A Common Stock 9,985 ( 3 ) $ 0 9,985 D Stock Option (right to buy) - GLIBA ( 3 ) $ 55.96 03/09/2018 J( 3 ) V 3,199 ( 4 ) 12/26/2024 Class A Common Stock 3,199 ( 3 ) $ 0 3,199 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Carleton Mark D 12300 LIBERTY BOULEVARD ENGLEWOOD, CO80112 CFO/Treasurer Signatures /s/ Craig Troyer as Attorney-in-Fact for Mark D. Carleton 03/13/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 9, 2018, Liberty Interactive Corporation ("Liberty Interactive") redeemed (the "Redemption") each share of its Liberty Ventures common stock for shares of common stock of GCI Liberty, Inc. (the "Issuer"). In the Redemption, Liberty Interactive redeemed (i) each outstanding share of its Series A Liberty Ventures common stock for one share of the Issuer's Class A common stock and (ii) each outstanding share of its Series B Liberty Ventures common stock for one share of the Issuer's Class B common stock. ( 2 )Includes an award of 7,422 restricted shares which vests in two equal installments on December 31, 2019 and December 31, 2020. ( 3 )In connection with the completion of the Redemption, all option awards held by the reporting person with respect to Liberty Interactive's Liberty Ventures common stock (each, a "Ventures Award") were adjusted pursuant to the anti-dilution provisions of the incentive plan under which the option awards were granted, such that each Ventures Award was exchanged for an option to purchase an equivalent number of shares of the corresponding class of the Issuer's common stock. 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. ( 4 )The derivative security is fully vested. ( 5 )The derivative security vests in two equal installments on December 31, 2019 and December 31, 2020.

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).

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