13G Filing: Brigade Capital and Ascent Capital Group Inc. (NASDAQ:ASCMA)

CUSIP No.

043632108

Item 1.

(a).

Name of Issuer:

Ascent Capital Group, Inc.

(b).

Address of Issuer’s Principal Executive Offices:

5251 DTC Parkway

Suite 1000

Greenwood Village, CO 80111

Item 2.

(a) – (c)

Name, Principal Business Address, and Citizenship of Persons Filing:

Brigade Capital Management, LP – Delaware

Brigade Capital Management GP, LLC – Delaware

Brigade Leveraged Capital Structures Fund Ltd. – Cayman Islands

Donald E. Morgan, III – U.S.A.

Brigade Capital Management, LP, Brigade Capital Management GP, LLC and Donald E. Morgan, III:

399 Park Avenue, 16th Floor

New York, New York 10022

United States of America

Brigade Leveraged Capital Structures Fund Ltd.:

c/o Elian Fiduciary Services (Cayman) Limited

190 Elgin Avenue

George Town

Grand Cayman KY1-9007

Cayman Islands

(d).

Title of Class of Securities:

Common Stock

(e).

CUSIP Number:

043632108

Item 3.

If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a

(a)

[_]

Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c).

(b)

[_]

Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).

(c)

[_]

Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).

(d)

[_]

Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

[_]

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

[_]

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

[_]

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

[_]

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

(i)

[_]

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

[_]

Group, in accordance with s.240.13d-1(b)(1)(ii)(J).