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Sec Form 4 Filing - DUNCAN RONALD A @ GCI LIBERTY Inc - 2018-11-30

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
DUNCAN RONALD A
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) _____ Other (specify below)
(Last)
(First)
(Middle)
12300 LIBERTY BOULEVARD
3. Date of Earliest Transaction (MM/DD/YY)
11/30/2018
(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
Series A Common Stock 11/30/2018 F 24,375 D $ 48 922,217 ( 1 ) D
Series A Common Stock 1,848 ( 2 ) I By 401(k) Savings Plan
Series A Common Stock 283,505 ( 3 ) I By 560 Company, Inc.
Series A Common Stock 188,930 ( 4 ) I By GRAT - Ron Duncan 2017
Series A Common Stock 12,600 ( 5 ) I By Missy, LLC ( 6 )
Series A Common Stock 9,450 ( 7 ) I By Neoma N. Lowndes 2006 Revocable Trust ( 8 )
Series A Common Stock 56,828 ( 9 ) I By Spouse ( 10 )
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
DUNCAN RONALD A
12300 LIBERTY BOULEVARD
ENGLEWOOD, CO80112
X
Signatures
/s/ Craig Troyer as Attorney-in-Fact for Ronald A. Duncan 12/04/2018
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )The number of shares reported as directly held is increased by 5 shares from the Form 4 filed by the reporting person on March 12, 2018, as a result of an accounting reconciliation.
( 2 )The number of shares reported as held in the reporting person's 401(k) is based on a statement from the Plan Administrator dated as of November 30, 2018.
( 3 )Includes 37,567 Series A Common Stock shares transferred from direct to indirect ownership on November 30, 2018.
( 4 )These shares were previously reported as directly held. On March 20, 2017, the reporting person contributed 300,000 shares of Class A Common Stock of the Issuer's predecessor to a grantor retained annuity trust, of which the reporting person is the sole trustee, for the benefit of himself, his spouse, and his child.
( 5 )Represents all of the issuer's shares of Series A Common Stock held by Missy, LLC. The reporting person previously reported the securities held by Missy, LLC in which he may have been deemed to have a beneficial ownership interest or a pecuniary interest.
( 6 )The reporting person has a 25% ownership interest in Missy, LLC; his spouse has a 25% ownership interest in Missy, LLC; and the Neoma N. Lowndes 2006 Revocable Trust holds the remaining 50% interest in Missy, LLC. The reporting person's daughter is the 50% beneficiary of this trust. Accordingly, the reporting person may be deemed to be the indirect beneficial owner of certain of the issuer's securities owned by Missy, LLC. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
( 7 )Represents all of the issuer's shares of Series A Common Stock held by the Neoma N. Lowndes 2006 Revocable Trust. The reporting person previously reported the securities held by the Neoma N. Lowndes 2006 Revocable Trust in which he may have been deemed to have a beneficial ownership interest or a pecuniary interest.
( 8 )The reporting person is the trustee of the Neoma N. Lowndes 2006 Revocable Trust and has sole voting and dispositive power over shares held by such trust. The reporting person's daughter is the 50% beneficiary of this trust. The reporting person disclaims beneficial ownership of the issuer's shares held by such trust.
( 9 )The number of shares reported as held by the reporting person's spouse is decreased by 2 shares from the Form 4 filed by the reporting person on March 12, 2018, as a result of an accounting reconciliation.
( 10 )The reporting person disclaims beneficial ownership of these shares owned by his spouse.

Remarks:
On May 10, 2018, GCI Liberty, Inc., a Delaware corporation (previously known as GCI Merger Sub, Inc.), became the successor of GCI Liberty, Inc., an Alaska corporation, pursuant to a merger. The merger had the effect of changing GCI Liberty's domicile, but did not alter the proportionate interests of security holders.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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