Filing Details

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

All ownership percentages set forth herein are based on there being 175,448,552 shares of Common Stock outstanding.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be  subject to all other  provisions of the Act  (however, see the Notes).

 

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Explanatory Note

This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) amends and supplements the statement on Schedule 13D filed with the United States Securities and Exchange Commission on June 27, 2016, as amended by Amendment No. 1 (“Amendment No. 1”), filed on May 16, 2017 (the “Statement”), relating to the common stock, $0.0001 par value per share, of Uniti Group Inc., formerly known as Communications Sales & Leasing Inc. Capitalized terms used herein without definition shall have the meaning set forth in the Statement.

No material change.

Item 2. Identity and Background.

 

No material change.

Item 3.  Source or Amount of Funds or Other Consideration.

Item 4.  Purpose of Transaction.

 

No material change.

 

Paragraph (a) of Item 5 of the Statement is hereby amended and restated in its entirety as follows:

“(a) As of the date hereof, (i) Searchlight CLS beneficially owns 10,616,408 shares of Common Stock or 6.1% of the issued and outstanding Common Stock, (ii) Searchlight CLS GP, because of its position as the general partner of Searchlight CLS, may, pursuant to Rule 13d-3 of the Act, be deemed to beneficially own 10,616,408 shares of Common Stock or 6.1% of the issued and outstanding Common Stock, (iii) SC CLS, because of its position as a member of Searchlight CLS GP, may, pursuant to Rule 13d-3 of the Act, be deemed to beneficially own 10,616,408 shares of Common Stock or 6.1% of the issued and outstanding Common Stock, (iv) Searchlight (FC), because of its position as a member of Searchlight CLS GP, may, pursuant to Rule 13d-3 of the Act, be deemed to beneficially own 10,616,408 shares of Common Stock or 6.1% of the issued and outstanding Common Stock, (v) Searchlight Capital II PV, because of its position as a member of Searchlight CLS GP, may, pursuant to Rule 13d-3 of the Act, be deemed to beneficially own 10,616,408 shares of Common Stock or 6.1% of the issued and outstanding Common Stock, (vi) Searchlight Capital II GP, LP, because of its position as the general partner of SC CLS, Searchlight (FC) and Searchlight Capital II PV, may, pursuant to Rule 13d-3 of the Act, be deemed to beneficially own 10,616,408 shares of Common Stock or 6.1% of the issued and outstanding Common Stock, and (vii) Searchlight Capital II GP, LLC, because of its position as the general partner of Searchlight Capital II GP, LP, may, pursuant to Rule 13d-3 of the Act, be deemed to beneficially own 10,616,408 shares of Common Stock or 6.1% of the issued and outstanding Common Stock.”

Paragraph (c) of Item 5 of the Statement is hereby amended and restated in its entirety as follows:

“(c) Set forth on Exhibit B hereto are the trade dates, the number of shares of Common Stock sold and the average price per share of Common Stock on each trade date, for all transactions by the Reporting Persons since Amendment No. 1 was filed on May 16, 2017.”

 

 

 

 

 

 

 

 

 

 

Trade Date	Number of Shares Purchased		Average Price (in dollars)		Price Range (in dollars)
08/04/2017	500,000		22.1461		21.82 - 22.27
08/07/2017	116,408		22.0658		21.68 - 22.25

 

 

 

*     The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission, Uniti Group, Inc. ("Uniti") or a security holder of Uniti full information regarding the number of shares of Common Stock  purchased at each separate price within the range set forth in this column.