13D Filing: Okumus Fund Management and Ascent Capital Group Inc. (ASCMA)

Page 5 of 9 – SEC Filing

CUSIP No. 043632108
Item 1. Security and Issuer.
The name of the issuer is Ascent Capital Group, Inc., a Delaware corporation (the “Issuer”).  The address of the Issuer’s principal executive offices is 5251 DTC Parkway, Suite 1000, Greenwood Village, Colorado 80111.  This is Amendment No. 3 to Schedule 13D relates to the Issuer’s Series A Common Stock, $.01 par value (the “Shares”).
Item 2. Identity and Background.
(a), (f) The persons filing this statement are: (i) Okumus Fund Management Ltd., a Cayman Islands exempted company (“Okumus Fund Management”); (ii) Okumus Opportunistic Value Fund, Ltd., a company established under the laws of the British Virgin Islands (the “Opportunistic Value Fund”); and (iii) Ahmet H. Okumus, a citizen of the Republic of Turkey (“Mr. Okumus”, and collectively with Okumus Fund Management and the Opportunistic Value Fund, the “Reporting Persons”).
(b) The principal business address for Okumus Fund Management and Mr. Okumus is 767 Third Avenue, 35th Floor, New York, NY 10017.  The principal business address of the Opportunistic Value Fund is Craigmuir Chambers, P.O. Box 71, Road Town, Tortola VG 1110.
(c) Mr. Okumus is the President of Okumus Fund Management, an investment adviser that serves as investment manager of the Opportunistic Value Fund.  Mr. Okumus is also a Director of the Opportunistic Value Fund, which is a pooled investment vehicle.
(d) None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.

The funds for the purchase of the Shares beneficially owned by the Reporting Persons came from working capital of the Opportunistic Value Fund, which is the direct owner of the Shares.  The net investment costs (including commissions, if any) of the Shares beneficially owned by the Reporting Persons is approximately $40,459,970.  No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary course of business.

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