SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
MAFFEI GREGORY B

(Last) (First) (Middle)
12300 LIBERTY BOULEVARD

(Street)
ENGLEWOOD CO 80112

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GCI LIBERTY, INC. [ GLIBA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
03/09/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 03/09/2018 J(1) 358,021 A $0.0000(1) 358,021 D
Class B Common Stock(2) 03/09/2018 J(1) 246,395(3) A $0.0000(1) 246,395 D
Class A Common Stock 03/09/2018 J(1) 870 A $0.0000(1) 870(4) I By 401(k) Savings Plan
Class A Common Stock 03/09/2018 J(1) 574,211 A $0.0000(1) 574,211 I Maven 2017 - 1 GRAT(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) - GLIBA(6) $55.96 03/09/2018 J(6) V 765,441 (7) 12/17/2019 Class A Common Stock 765,441(6) $0.0000 765,441 D
Stock Option (right to buy) - GLIBA(6) $55.96 03/09/2018 J(6) V 108,557 (7) 12/26/2024 Class A Common Stock 108,557(6) $0.0000 108,557 D
Stock Option (right to buy) - GLIBB(6) $56.38 03/09/2018 J(6) V 119,545 (7) 03/29/2023 Class B Common Stock 119,545(6) $0.0000 119,545 D
Stock Option (right to buy) - GLIBB(6) $56.38 03/09/2018 J(6) V 64,732 (7) 03/31/2022 Class B Common Stock 64,732(6) $0.0000 64,732 D
Stock Option (right to buy) - GLIBB(6) $56.38 03/09/2018 J(6) V 258,724 (7) 05/11/2024 Class B Common Stock 258,724(6) $0.0000 258,724 D
Stock Option (right to buy) - GLIBB(6) $56.38 03/09/2018 J(6) V 637,561 (8) 12/24/2021 Class B Common Stock 637,561(6) $0.0000 637,561 D
Stock Option (right to buy) - GLIBB(6) $54.01 03/09/2018 J(6) V 143,044 12/31/2018 03/05/2025 Class B Common Stock 143,044(6) $0.0000 143,044 D
Explanation of Responses:
1. On March 9, 2018, Liberty Interactive Corporation ("Liberty Interactive") redeemed (the "Redemption") each share of its Liberty Ventures common stock for shares of common stock of GCI Liberty, Inc. (the "Issuer"). In the Redemption, Liberty Interactive redeemed (i) each outstanding share of its Series A Liberty Ventures common stock for one share of the Issuer's Class A common stock and (ii) each outstanding share of its Series B Liberty Ventures common stock for one share of the Issuer's Class B common stock.
2. Each share of Class B common stock is convertible, at the holder's election, into one share of Class A common stock, at any time for no consideration other than the surrender of the share of Class B common stock for each share of Class A common stock.
3. Includes an award of 165,684 restricted shares which vests in two equal installments on December 24, 2018 and December 24, 2019.
4. The number of shares reported as held in the reporting person's 401(k) is based on a statement from the Plan Administrator dated as of February 28, 2018, pro forma for the completion of the Redemption.
5. The reporting person is the sole trustee of the grantor retained annuity trust, for the benefit of himself, his spouse and his children.
6. In connection with the completion of the Redemption, all option awards held by the reporting person with respect to Liberty Interactive's Liberty Ventures common stock (each, a "Ventures Award") were adjusted pursuant to the anti-dilution provisions of the incentive plan under which the option awards were granted, such that each Ventures Award was exchanged for an option to purchase an equivalent number of shares of the corresponding class of the Issuer's common stock. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
7. The derivative security is fully vested.
8. The derivative security vests in two equal insallments on December 24, 2018 and December 24, 2019.
/s/ Craig Troyer as Attorney-in-Fact for Gregory B. Maffei 03/13/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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