Filing Details

 

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

 

Under the Securities Exchange Act of 1934
(Amendment No. 15-A)

 

(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)                                 As of March 8, 2018 (the Event Date) unless otherwise indicated below.

 

(2)                                 Includes the following: (a) 1,832.58 shares of Class A Common Stock allocated to Mr. Duncan under the GCI 401(k) Plan of the Issuer (as defined below), formerly known as the Stock Purchase Plan; (b)

 

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1,419,022.08 shares of Class A Common Stock to which Mr. Duncan has a direct pecuniary interest (and for which 1,332,850.05 shares of Class A Common Stock are pledged as security); (c) 12,600.00 shares of Class A Common Stock held by Missy, LLC, which is 25% owned by Mr. Duncan, 25% owned by Dani Bowman and 50% owned by a trust of which Mr. Duncans daughter is the 50% beneficiary and for which Mr. Duncan is the General Manager and has voting and dispositive power; (d) 9,450.00 shares of Class A Common Stock owned by the Neoma Lowndes Trust which Ms. Miller is a 50% beneficiary and for which Mr. Duncan is the trustee with sole voting and dispositive power. Does not include the following: (i) 11,692.80 shares of Class A Common Stock held by Amanda Miller, with respect to which Mr. Duncan disclaims beneficial ownership (Ms. Miller is Mr. Duncans daughter); (ii) 28,502.46 shares of Class A Common Stock held by the Amanda Miller Trust, with respect to which Mr. Duncan disclaims beneficial ownership; (iii) 56,829.78 shares of Class A Common Stock held by Dani Bowman, Mr. Duncans wife, of which Mr. Duncan disclaims beneficial ownership.

 

 (3)                              Represents ownership percentage following the completion of the Auto Conversion, Contribution and Split-Off transactions (as such terms are defined below). Based on: (a) 32,848,000 shares of Class A-1 Common Stock and 3,047,000 shares of Class B-1 Common Stock actually issued and outstanding on February 23, 2018, as disclosed in the Issuers Annual Report on Form 10-K filed on February 28, 2018, each of which were converted into (i) 0.63 of a share of the Issuers Class A Common Stock and (ii) 0.20 of a share of new GCI Liberty Series A Cumulative Redeemable Preferred Stock, in the Auto Conversion that was completed as of 4:21 p.m., New York City time, on Thursday, March 8, 2018; and (b) 81,687,188 shares of Series A Liberty Ventures Common Stock and 4,455,308 shares of Series B Liberty Ventures Common Stock actually issued and outstanding on January 31, 2018, as disclosed in the Liberty Interactive Corporation Annual Report on Form 10-K filed on March 1, 2018, each of which were redeemed in exchange for one share of the corresponding class of new Issuer common stock in the Split-Off that was completed on or about 4:01 p.m., New York City time, on Friday, March 9, 2018.

 

 (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 all shares of Issuers capital acquired pursuant to the Reorganization Agreement (as defined in the Thirteenth Amendment (as defined below)) (the Subject Shares). In addition, such Duncan Voting Agreement contains certain transfer restrictions on such 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. 15-A)

 

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. 15-A (this Fifteenth 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) with respect to the Class A Common Stock, no par value per share (the Class A Common Stock), of GCI Liberty, Inc. (formerly known as General Communication, Inc.), an Alaska corporation (the Issuer) as a result of an event on May 1, 1988, as amended by Amendment No. 1-A filed with the Commission as a result of an event on January 1, 1989, Amendment No. 2-A filed with the Commission as a result of an event on July 21, 1989, Amendment No. 3-A filed with the Commission as a result of an event on June 18, 1991, Amendment No. 4-A filed with the Commission on November 1, 1992, Amendment No. 5-A filed with the Commission as a result of an event on February 1, 1993, Amendment No. 6-A filed with the Commission as a result of an event on May 28, 1993, Amendment No. 7-A filed with the Commission on November 14, 1996, Amendment No. 8-A filed with the Commission on October 6, 1997, Amendment No. 9-A filed with the Commission on November 25, 1998, Amendment No. 10-A filed with the Commission on November 18, 2010, Amendment No. 11-A filed with the Commission on March 20, 2012, Amendment No. 12-A filed with the Commission on March 28, 2016, Amendment 13-A filed with the Commission on April 7, 2017 (the Thirteenth Amendment), Amendment 14-A filed with the Commission on February 22, 2018 (together with all amendments including this Fifteenth Amendment, the Schedule 13D). Capitalized terms used but not defined in this Fifteenth Amendment carry the meanings given to them in the Thirteenth Amendment.  This Fifteenth Amendment should be read in conjunction with, and is qualified in its entirety by reference to, the Schedule 13D.

 

This Fifteenth Amendment is being filed to report the beneficial ownership of the Reporting Person in the Issuers Class A Common Stock and to terminate the Reporting Persons reporting obligations with respect thereto.

 

The Schedule 13D is supplemented and amended as follows:

 

Item 4.  Purpose of Transaction.

 

Item 4 is amended to include the following information:

 

As of 4:21 p.m., New York City time, on Thursday, March 8, 2018, the Issuer effected the automatic conversion (as further defined in the Thirteenth Amendment, the Auto Conversion) of its Class A-1 Common Stock and its Class B-1 Common Stock (the former Issuer common stock) in accordance with the terms of the Issuers Amended and Restated Articles of Incorporation, pursuant to which holders of the former Issuer common stock received (i) 0.63 of a share of the Issuers Class A Common Stock and (ii) 0.20 of a share of new GCI Liberty Series A Cumulative Redeemable Preferred Stock, in exchange for each share of their former Issuer common stock. On

 

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or about 8:00 a.m., New York City time, on Friday, March 9, 2018, Liberty Interactive Corporation (Liberty) acquired the Issuer through a reorganization in which certain assets and liabilities of Libertys Ventures Group were contributed to the Issuer in exchange for a controlling interest in the Issuer (as further defined in the Thirteenth Amendment, the Contribution).  Following the completion of the Contribution at 4:01 p.m. New York City time, on Friday, March 9, 2018, Liberty completed the redemption of each outstanding share of Liberty Ventures Series A common stock and Liberty Ventures Series B common stock in exchange for one share of the corresponding class of the new Issuer common stock (as further defined in the Thirteenth Amendment, the Split-Off, and together with the GCI Reclassification, the Auto Conversion and the Contribution, the Transactions).

 

Item 5.  Interest in Securities of the Issuer.

 

Item 5(a) is amended and restated in its entirety to read as follows:

 

(a)         The aggregate number and percentage of shares of Class A Common Stock beneficially owned by Mr. Duncan following the completion of the Transactions on March 9, 2018 are 1,442,904.66 shares of Class A Common Stock, which shares constitute 1.33% of the outstanding Class A Common Stock of the Issuer.  Includes the following: (a) 1,832.58 shares of Class A Common Stock allocated to Mr. Duncan under the Issuers GCI 401(k) Plan, formerly known as the Stock Purchase Plan; (b)  1,419,022.08 shares of Class A Common Stock to which Mr. Duncan has a direct pecuniary interest (and for which 1,332,850.05 shares of Class A Common Stock are pledged as security); (c) 12,600.00 shares of Class A Common Stock held by Missy, LLC, which is 25% owned by Mr. Duncan, 25% owned by Dani Bowman and 50% owned by a trust of which Mr. Duncans daughter is the 50% beneficiary and for which Mr. Duncan is the General Manager and has voting and dispositive power; (d) 9,450.00 shares of Class A Common Stock owned by the Neoma Lowndes Trust which Ms. Miller is a 50% beneficiary and for which Mr. Duncan is the trustee with sole voting and dispositive power. Does not include the following: (i) 11,692.80 shares of Class A Common Stock held by Amanda Miller, with respect to which Mr. Duncan disclaims beneficial ownership (Ms. Miller is Mr. Duncans daughter); (ii) 28,502.46 shares of Class A Common Stock held by the Amanda Miller Trust, with respect to which Mr. Duncan disclaims beneficial ownership; (iii) 56,829.78 shares of Class A Common Stock held by Dani Bowman, Mr. Duncans wife, of which Mr. Duncan disclaims beneficial ownership.

 

(e)          This Fifteenth Amendment is being filed to report the changes to the Reporting Persons beneficial ownership interest in the Issuer resulting from the completion of the Transactions. The Reporting Person ceased to be the beneficial owner of more than 5% of the Issuers Class A Common Stock following the completion of the Transactions. Therefore, this Fifteenth Amendment will constitute the final amendment to this Schedule 13D and an exit filing for the Reporting Person, and will terminate the obligations of the Reporting Person to further amend this Schedule 13D.

 

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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:	March 13, 2018
	Signature	/s/ Ronald A. Duncan
		Ronald A. Duncan

 

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