GCI Liberty, Inc.
9.10%
332,171
2057463
36164V602
Aug 17, 2025
Aug 20, 2025, 08:51 PM
Reporting Persons (1)
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| John C. Malone | Individual | 9.10% | 332,171 | 332,171 | 0 |
Disclosure Items (5)
Series A GCI Group Common Stock, par value $0.01 per share
GCI Liberty, Inc.
12300 LIBERTY BLVD, Englewood, CO, 80112
The information contained in Item 3 of the Schedule 13D is hereby amended and supplemented to include the following information: On August 18, 2025, the Reporting Person purchased 77,406 shares of Series A Common Stock for cash in multiple transactions at a weighted average price of $35.8532 per share and for a total of $2,777,572.35. On August 19, 2025, the Reporting Person purchased 1,688 shares of Series A Common Stock for cash in multiple transactions at a weighted average price of $35.9856 per share and for a total of $60,743.61. On August 20, 2025, the Reporting Person purchased 4,844 shares of Series A Common Stock for cash in multiple transactions at a weighted average price of $35.9351 per share and for a total of $174,069.47.
The Reporting Person beneficially owns (without giving effect to the conversion of shares of the Issuer's Series B GCI Group Common Stock, par value $0.01 per share (the "Series B Common Stock"), into shares of Series A Common Stock) 332,171 shares of Series A Common Stock (including (i) 5,088 shares held in a revocable trust with respect to which Mr. Malone and his wife are trustees (the "LM Revocable Trust"), as to which shares Mr. Malone disclaims beneficial ownership, and (ii) 12,500 shares held by the Malone Family Land Preservation Foundation, as to which shares Mr. Malone disclaims beneficial ownership), which represent approximately 9.1% of the outstanding shares of Series A Common Stock. The foregoing percentage was calculated based on the 3,650,938 shares of Series A Common Stock outstanding as of July 31, 2025, as reported in the Issuer's quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2025, filed with the SEC on August 7, 2025 (the "Form 10-Q"). Furthermore, 400,806 shares of Series B Common Stock were outstanding as of July 31, 2025, as reported in the Form 10-Q. Each share of Series A Common Stock is entitled to one vote and each share of Series B Common Stock is entitled to ten votes, in each case, on all matters presented to stockholders of the Issuer for their approval. Accordingly, after giving effect to the shares of the Series B Common Stock owned by the Reporting Person and without giving effect to the Voting Side Letter Agreement, the Reporting Person may be deemed to beneficially own voting equity securities representing approximately 53.5% of the voting power with respect to the general election of directors of the Issuer.
The Reporting Person, and, to his knowledge, the LM Revocable Trust and the Malone Family Land Preservation Foundation, each have the sole power to vote and to dispose of, or to direct the voting or disposition of, their respective shares of Series A Common Stock.
The Reporting Person effected the following transactions with respect to the Series A Common Stock since July 16, 2025, the date the Schedule 13D was filed with the SEC: (1) On August 18, 2025, the Reporting Person purchased 10,853 shares of Series A Common Stock in multiple transactions for cash at a weighted average price of $35.3408, within a range of $34.590 to $35.555, inclusive, for a total cost of $383,553.39. (2) On August 18, 2025, the Reporting Person purchased 66,553 shares of Series A Common Stock in multiple transactions for cash at a weighted average price of $35.9367, within a range of $35.610 to $36.000, inclusive, for a total cost of $2,391,696.75. (3) On August 19, 2025, the Reporting Person purchased 1,688 shares of Series A Common Stock in multiple transactions for cash at a weighted average price of $35.9856, within a range of $35.770 to $36.000, inclusive, for a total cost of $60,743.61. (4) On August 20, 2025, the Reporting Person purchased 4,844 shares of Series A Common Stock in multiple transactions for cash at a weighted average price of $35.9351, within a range of $35.680 to $36.000, inclusive, for a total cost of $174,069.47. The above figures represent the weighted average price of purchase transactions occurring on the respective dates. The Reporting Person hereby undertakes to provide upon request by the staff of the SEC full information regarding the number of shares purchased or sold at each separate price. Other than as described in this Statement, none of the Reporting Person nor, to his knowledge, the LM Revocable Trust or the Malone Family Land Preservation Foundation, has effected any transactions with respect to the Series A Common Stock since July 16, 2025, the date the Schedule 13D was filed with the SEC.
Not applicable.
Not applicable.
The information contained in Item 6 of the Schedule 13D is hereby amended and supplemented to include the following information: On each of September 12, 2019 and September 14, 2021 (as amended on March 29, 2023), the Reporting Person entered into "zero-cost collar" arrangements (the "Existing Collar Transactions") pursuant to which he wrote European call options and purchased European put options referencing shares of the Series C common stock of Liberty Broadband. In connection with the spin-off of the Issuer from Liberty Broadband, Bank of America, N.A., the dealer counterparty to the Existing Collar Transactions, adjusted such transactions pursuant to their terms to cause the Reporting Person to be automatically deemed to have entered into the same "zero-cost collar" arrangements (the "Adjusted Collar Transactions") with respect to 200,000 shares of the Issuer's Series C GCI Group Common Stock, par value $0.01 per share (the "Series C Common Stock") and 80,000 shares of Series C Common Stock, respectively. For each Adjusted Collar Transaction, only one of the options can be in the money on the expiration date, at which time the in-the-money options will be exercised, and the other options will expire. If neither the put options nor the call options are the money on the expiration date, both the put and call options will expire. The Adjusted Collar Transactions will be settled in cash unless the reporting person elects physical settlement.