Liberty Latin America Ltd.
1.80%
712,808
1712184
Mar 26, 2026
Mar 31, 2026, 05:22 PM
Reporting Persons (1)
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Nair Balan | Individual | 1.80% | 712,808 | 712,808 | 0 |
Disclosure Items (5)
Class A common shares, par value $0.01 per share
Liberty Latin America Ltd.
1550 Wewatta Street, Suite 810, Denver, CO, 80202
Item 3 of the Statement is hereby amended and supplemented to include the following information: On March 15, 2026, Mr. Nair vested in 216,121 Class A common shares upon vesting of time-vesting RSUs that were granted in 2023, 2024 and 2025 pursuant to compensatory arrangements with the Issuer. On March 27, 2026, Mr. Nair surrendered 1,363,080 Class A common shares to the Issuer and received 1,300,243 Class C common shares in exchange therefor. In addition, on March 30, 2026, the compensation committee approved vesting of 132,813 Class B common share PSUs that remained outstanding from the final tranche of his Sign-on LILAB Award and for which the compensation committee conditioned vesting on the achievement of 2025 performance goals. Vesting of the 23,437 Class B common share PSUs that remain outstanding from the Sign-on LILAB Award will be conditioned on the achievement of 2026 performance goals to be determined by the compensation committee at a later date.
Mr. Nair may be deemed to beneficially own Class A common shares and Class B common shares of the Issuer as follows: Actual ownership: 93 Class A common shares (or 0% of the class) and 561,563 Class B common shares (or 22.2% of the class) (1). Deemed Beneficial Ownership: 712,808 Class A common shares (or 1.8% of the class) (2)(3)(4); and 561,563 Class B common shares or (22.2% of the class) (3). (1) Based upon approximately 38.9 million Class A common shares and 2.4 million Class B common shares, in each case, outstanding as of January 31, 2026, as reported by the Issuer in its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 18, 2026. (2) Includes, as required by Rule 13d-3 under the Exchange Act, (a) 151,152 Class A common shares issuable upon exercise of 788,870 share appreciation rights to acquire Class A common sharesthat were vested as the date of filing of this Amendment No. 2 to Schedule 13D (the "Filing Date") (b) 561,563 Class A common shares issuable upon conversion of 561,563 Class B common shares held by Mr. Nair as of the Filing Date. (3) Each Class B common share is convertible, at the option of the holder, into one Class A common share. Each Class A common share is entitled to one vote, whereas each Class B common share is entitled to ten votes. These two classes of shares generally vote together as a single class on all matters. Accordingly, in the election of directors of the Issuer, Mr. Nair may be deemed to beneficially own voting equity securities representing approximately 9.1% of the voting power of the Issuer, based on the number of shares outstanding specified above and assuming that Mr. Nair has not converted any of his Class B common shares into Class A common shares. (4) Excludes 2,179,010 share appreciation rights to acquire Class A common shares held by Mr. Nair on the Filing Date, all of which have an exercise price that exceeded the closing market price of Class A common shares on the Filing Date.
Mr. Nair has the sole power to vote and to dispose of, or to direct the voting or disposition of, his common shares of the Issuer.
See Item 3 above, which is incorporated herein by reference. Other than as described herein, the Reporting Person has not effected any transactions in the Issuer's common shares during the past sixty days.
On March 27, 2026, the Issuer entered into an exchange agreement with Mr. Nair pursuant to which he agreed to exchange 1,363,080 Class A common shares, for 1,300,243 Class C common shares of the Issuer (the "LILAK Share Exchange"). The LILAK Share Exchange is exempt pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended, and closed on March 27, 2026. Mr. Nair continues to support the long-term business strategy of the Issuer, but desired to effect the LILAK Exchange for tax planning purposes in light of certain requirements imposed by the Net Controlled Foreign Corporation Tested Income regime. This regime imposes certain additional taxes on the foreign earnings of U.S. shareholders of certain foreign corporations in the event that the voting power held by such shareholder exceeds 10% of the issued and outstanding shares of the Issuer.
Exchange Agreement between the Issuer and the Reporting Person, dated March 27, 2026.