Filing Details

 

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934
(Amendment No. 11-B)

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-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.

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 (the "Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

 

 

 

(1)		Each share of Class B-1 Common Stock entitles the holder to ten votes in a matter submitted to the shareholders for a vote.
(2)		Includes 1,174,918 shares of Class B-1 Common Stock to which Mr. Duncan has a pecuniary interest (and for which 1,116,917 shares of Class B-1 Common Stock are pledged as security). Does not include the following: (a) 8,242 shares of Class B-1 Common Stock held by the Amanda Miller Trust, with respect to which Mr. Duncan disclaims beneficial ownership; or (b) 27,020 shares of Class B-1 Common Stock held by Dani Bowman, Mr. Duncans wife, of which Mr. Duncan disclaims beneficial ownership.
(3)		Based on 3,052,000 shares of Class B Common Stock outstanding (as provided by the Issuer) as of October 27, 2017, as disclosed in the Issuers Quarterly Report on Form 10-Q filed on November 2, 2017, each of which were reclassified into an equal number of shares of the Issuers Class B-1 Common Stock in the GCI Reclassification (as defined below).
(4)		The Voting Agreement, dated as of April 4, 2017, by and among Liberty Interactive Corporation, the Issuer, Mr. Duncan and Ms. Bowman (the Duncan Voting Agreement) contains provisions relating to the voting of the shares of Class B-1 Common Stock and all shares of Issuers capital acquired pursuant to the Reorganization Agreement (as defined below) (the Subject Shares). In addition, such Duncan Voting Agreement contains certain transfer restrictions on such shares of Class B-1 Common Stock and other Subject Shares. Mr. Duncan expressly disclaims the existence of and membership in a group with any or all of the other parties to the Duncan Voting Agreement. See Item 6.

 

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D/A

(Amendment No. 11-B)

 

Statement of

 

RONALD A. DUNCAN

 

Pursuant to Section 13(d) of the Securities Exchange Act of 1934

 

in respect of

 

GCI LIBERTY, INC.

 

This Amendment No. 11-B (this Eleventh Amendment) hereby amends and supplements, but is not a complete restatement of, the Schedule 13D filed on behalf of Ronald A. Duncan (Mr. Duncan) with the United States Securities and Exchange Commission (the Commission) as a result of an event on May 1, 1988, as amended by Amendment No. 1-B filed with the Commission as a result of an event on January 1, 1989, Amendment No. 2-B filed with the Commission as a result of an event on January 6, 1992, Amendment No. 3-B filed with the Commission as a result of an event on May 28, 1992, Amendment No. 4-B filed with the Commission on November 14, 1996, Amendment No. 5-B filed with the Commission on October 6, 1997, Amendment No. 6-B filed with the Commission on November 25, 1998, Amendment 7-B filed with the Commission on November 17, 2010, Amendment 8-B filed with the Commission on March 28, 2016, Amendment 9-B (the Ninth Amendment) filed with the Commission on April 7, 2017 and Amendment 10-B filed with the Commission on November 22, 2017  (the Schedule 13D, with all amendments other than this Eleventh Amendment, the Schedule 13D).  Capitalized terms used but not defined in this Eleventh Amendment carry the meanings given to them in the Ninth Amendment.  This Eleventh Amendment should be read in conjunction with, and is qualified in its entirety by reference to, the Schedule 13D.

 

This Eleventh Amendment is being filed to report the beneficial ownership of the Reporting Person in GCI Liberty, Inc. (the Issuer) Class B-1 Common Stock.  On February 20, 2018, the Commissioner of the Department of Commerce, Community and Economic Development of the State of Alaska accepted for filing the Restated Articles which implements the GCI Reclassification contemplated by the Reorganization Agreement.  Pursuant to the GCI Reclassification, the name of the Issuer was changed from General Communication, Inc. to GCI Liberty, Inc., each outstanding share of General Communication, Inc. Class A Common Stock was automatically reclassified into one share of GCI Liberty, Inc. Class A-1 Common Stock and each outstanding share of General Communication, Inc. Class B Common Stock was automatically reclassified into one share of GCI Liberty, Inc. Class B-1 Common Stock.  This Eleventh Amendment is being filed to report the changes to the Reporting Persons beneficial ownership interest in the Issuer resulting from the GCI Reclassification.

 

The Schedule 13D is supplemented and amended as follows:

 

ITEM 1.  Security and Issuer.

 

Item 1 is amended and restated in its entirety to read as follows:

 

The class of securities to which this Schedule 13D relates is the Class B-1 common stock, no par value per share (the Class B-1 Common Stock) of GCI Liberty, Inc. (the Issuer).  The Issuers principal executive offices are located at 2550 Denali Street, Suite 1000, Anchorage, Alaska 99503.

 

All references to Class B Common Stock in the Schedule 13D are hereby amended and replaced to refer to Class B-1 Common Stock and all references to General Communication, Inc. as the Issuer are hereby amended and replaced to refer to GCI Liberty, Inc..

 

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SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

	Date:	February 22, 2018
	Signature	/s/ Ronald A. Duncan
		Ronald A. Duncan

 

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