President and CEO Duncan Ronald A acquired 102,582 units of Series C GCI Group Common Stock (SEC Form 4)
$GLIBA
Cable & Other Pay Television Services
Telecommunications
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GCI Liberty, Inc. [ GLIBK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/14/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Series C GCI Group Common Stock(1) | 07/14/2025 | J(1) | V | 79,424 | A | $0.0000(1) | 79,424 | D | ||
| Series C GCI Group Common Stock(1) | 07/14/2025 | J(1) | V | 557 | A | $0.0000(1) | 557 | I | By 401(k) Savings Plan(2) | |
| Series C GCI Group Common Stock(1) | 07/14/2025 | J(1) | V | 14,870 | A | $0.0000(1) | 14,870 | I | By 560 Company, Inc.(3) | |
| Series C GCI Group Common Stock(1) | 07/14/2025 | J(1) | V | 1,461 | A | $0.0000(1) | 1,461 | I | By Missy, LLC(4) | |
| Series C GCI Group Common Stock(1) | 07/14/2025 | J(1) | V | 839 | A | $0.0000(1) | 839 | I | By RAD, LLC(5) | |
| Series C GCI Group Common Stock(1) | 07/14/2025 | J(1) | V | 5,431 | A | $0.0000(1) | 5,431 | I | By Spouse(6) | |
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Explanation of Responses: |
| 1. On July 14, 2025, Liberty Broadband Corporation completed the spin-off of the Issuer (the "Spin-Off"), which was effected by the distribution to each holder of its common stock as of 5:00 p.m., New York City time, on June 30, 2025, of 0.20 of a share of the Issuer's Series A, Series B and Series C GCI Group common stock for each whole share of the corresponding series of Liberty Broadband Corporation's common stock, with cash (with no interest) paid in lieu of fractional shares. |
| 2. 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 June 30, 2025, after accounting for the Spin-Off. |
| 3. The Reporting Person owns 55% of 560 Company, Inc. and has voting and dispositive power over these shares. A trust (the "Trust") which the Reporting Person's spouse serves as trustee and his adult daughter is the principal beneficiary owns the remaining 45% of 560 Company, Inc. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. |
| 4. RAD, LLC has a 25% ownership interest in and is the managing member of Missy, LLC. The Reporting Person's spouse has a 25% ownership interest in Missy, LLC and the Reporting Person's adult daughter holds the remaining 50% ownership interest in Missy, LLC. Accordingly, the Reporting Person may be deemed to be the indirect beneficial owner of certain Issuer's securities owned by Missy, LLC. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. |
| 5. The Reporting Person has a 0.1% ownership interest in and is the controlling member of RAD, LLC and the Trust holds the remaining 99.9% ownership interest of RAD, LLC. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein. |
| 6. The Reporting Person disclaims beneficial ownership of these shares owned by his spouse. |
| /s/ Brittany A. Uthoff as Attorney in Fact for Ronald A. Duncan | 07/16/2025 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||