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Sec Form 4 Filing - DUNCAN RONALD A @ GCI LIBERTY Inc - 2019-12-16

  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)
12/16/2019
(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 12/16/2019 G V 9,450 D ( 1 ) $ 0 0 I By Neoma N. Lowndes 2006 Revocable Trust ( 2 )
Series A Cumulative Redeemable Preferred Stock 12/16/2019 G V 3,000 ( 3 ) D ( 1 ) $ 0 0 I By Neoma N. Lowndes 2006 Revocable Trust ( 2 )
Series A Common Stock 867,218 ( 4 ) D
Series A Cumulative Redeemable Preferred Stock 337,593 ( 5 ) D
Series A Common Stock 2,745 ( 6 ) I By 401(k) Savings Plan
Series A Cumulative Redeemable Preferred Stock 581 ( 6 ) I By 401(k) Savings Plan
Series A Common Stock 241,517 ( 7 ) I By 560 Company, Inc.
Series A Cumulative Redeemable Preferred Stock 99,322 ( 8 ) I By 560 Company, Inc.
Series A Common Stock 188,930 I By GRAT - Ron Duncan 2017
Series A Cumulative Redeemable Preferred Stock 13,564 ( 9 ) I By GRAT - Ron Duncan 2017
Series A Common Stock 12,600 I By Missy, LLC ( 10 )
Series A Cumulative Redeemable Preferred Stock 4,000 ( 11 ) I By Missy, LLC ( 10 )
Series A Common Stock 56,828 I By Spouse ( 12 )
Series A Cumulative Redeemable Preferred Stock 18,041 I By Spouse ( 12 )
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 02/05/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )On December 16, 2019, pursuant to the terms of the Neoma N. Lowndes 2006 Revocable Trust ("Lowndes Trust"), all of the Issuer's shares in the trust were distributed to the reporting person's adult daughter, and the trust was subsequently dissolved.
( 2 )The reporting person was the trustee of the Lowndes Trust and had sole voting and dispositive power over the securities held by the trust prior to its dissolution as described in footnote 1. The reporting person disclaimed beneficial ownership of the Issuer's shares held by such trust.
( 3 )Represents all of the Issuer's shares of Series A Cumulative Redeemable Preferred Stock held by the Lowndes Trust prior to the distribution of shares and the trust's dissolution as described in footnote 1. On a Form 4 filed on March 12, 2018, the reporting person only reported the securities held by the Lowndes Trust in which he may have been deemed to have a beneficial ownership interest or a pecuniary interest.
( 4 )4,988 shares were transferred from the reporting person's direct holdings to the indirect holdings of 560 Company, Inc. ("560 Company") on November 30, 2019. In addition, the balance has been reduced by 11 shares as the result of an accounting reconciliation.
( 5 )On a Form 4 filed March 12, 2018, the reporting person reported 372,407.6 shares of Series A Cumulative Redeemable Preferred Stock as directly held. 59,977 of these shares were held by a grantor retained annuity trust ("GRAT"), of which the reporting person is the sole trustee, for the benefit of himself, his spouse, and his child, and are now reported as indirectly held by the GRAT. In addition, the balance was increased by 39,256 shares that were transferred from the indirect holdings of the GRAT on August 31, 2018, decreased by 19,664 shares that were transferred to the indirect holdings of 560 Company on November 30, 2018, increased by 7,157 shares that were transferred from the indirect holdings of the GRAT on May 30, 2019, decreased by 1,583 shares that were transferred to the indirect holdings of 560 Company on November 30, 2019, and decreased by 4 shares as the result of an accounting reconciliation.
( 6 )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 December 31, 2019.
( 7 )4,988 shares of Series A Common Stock were transferred from the reporting person's direct holdings to the indirect holdings of 560 Company, Inc. on November 30, 2019.
( 8 )19,664 shares were transferred from the reporting person's direct holdings to the indirect holdings of 560 Company on November 30, 2018, and 1,583 shares were transferred from the reporting person's direct holdings to the indirect holdings of 560 Company on November 30, 2019.
( 9 )On a Form 4 filed March 12, 2018, the reporting person reported 372,407.6 shares of Series A Cumulative Redeemable Preferred Stock as directly held. 59,977 of these shares were held by the GRAT, and are now reported as indirectly held by the GRAT. In addition, the balance was decreased by 39,256 shares that were transferred to the reporting person's direct holdings on August 31, 2018, and decreased by 7,157 shares that were transferred to the reporting person's direct holdings on May 30, 2019.
( 10 )The reporting person has a 25% ownership interest in Missy, LLC; his spouse has a 25% ownership interest in Missy, LLC; and the reporting person's adult daughter, following the dissolution of the Lowndes Trust described in footnote 1, holds the remaining 50% ownership interest in Missy, LLC. 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.
( 11 )Represents all of the Issuer's shares of Series A Cumulative Redeemable Preferred Stock held by Missy, LLC. On a Form 4 filed on March 12, 2018, the reporting person only reported the securities held by Missy, LLC in which he may have been deemed to have a beneficial ownership interest or a pecuniary interest.
( 12 )The reporting person disclaims beneficial ownership of these shares owned by his spouse.

Remarks:
Exhibit List: Exhibit 24 - Power of Attorney.

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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.