SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).
  
Form 3 Holdings Reported.
  
Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
CURTIS MIRANDA

(Last) (First) (Middle)
C/O LIBERTY LATIN AMERICA LTD.
1550 WEWATTA STREET, SUITE 710

(Street)
DENVER CO 80202

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Liberty Latin America Ltd. [ LILA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2017
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Class A Common Shares 12/29/2017 J(1) 218 A (1) 218 D
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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Share Option A (right to buy) $11.52 12/29/2017 J(2) 147 (3) 06/17/2020 Class A Common Shares 147 $0 147 D
Share Option A (right to buy) $12.8 12/29/2017 J(2) 368 (3) 06/17/2020 Class A Common Shares 368 $0 368 D
Share Option A (right to buy) $31.65 12/29/2017 J(2) 231 (3) 06/28/2020 Class A Common Shares 231 $0 231 D
Share Option A (right to buy) $35.16 12/29/2017 J(2) 578 (3) 06/28/2020 Class A Common Shares 578 $0 578 D
Share Option A (right to buy) $18.03 12/29/2017 J(2) 52 (3) 06/21/2021 Class A Common Shares 52 $0 52 D
Share Option A (right to buy) $20.02 12/29/2017 J(2) 130 (3) 06/21/2021 Class A Common Shares 130 $0 130 D
Share Option A (right to buy) $37.31 12/29/2017 J(2) 285 (3) 06/26/2021 Class A Common Shares 285 $0 285 D
Share Option A (right to buy) $41.43 12/29/2017 J(2) 712 (3) 06/26/2021 Class A Common Shares 712 $0 712 D
Share Option A (right to buy) $23.2 12/29/2017 J(2) 248 (3) 06/19/2022 Class A Common Shares 248 $0 248 D
Share Option A (right to buy) $20.89 12/29/2017 J(2) 99 (3) 06/19/2022 Class A Common Shares 99 $0 99 D
Share Option A (right to buy) $48.17 12/29/2017 J(2) 215 (4) 06/25/2022 Class A Common Shares 215 $0 215 D
Share Option A (right to buy) $53.5 12/29/2017 J(2) 536 (4) 06/25/2022 Class A Common Shares 536 $0 536 D
Share Option A (right to buy) $36.94 12/29/2017 J(2) 292 (5) 06/16/2023 Class A Common Shares 292 $0 292 D
Share Option A (right to buy) $36.66 12/29/2017 J(2) 728 (5) 06/16/2023 Class A Common Shares 728 $0 728 D
Share Option A (right to buy) $20.71 12/29/2017 J(2) 894 (6) 06/21/2024 Class A Common Shares 894 $0 894 D
Explanation of Responses:
1. Pursuant to the Split-Off (as described in the Remarks section), the reporting person received one share of the same class of common shares of Liberty Latin America Ltd. (the "Issuer") for each share of Liberty Global plc's ("Liberty Global") LiLAC ordinary shares held by the reporting person at 5:00 p.m., New York City time, on December 29, 2017. The Split-Off was exempt pursuant to Rule 16b-7 under the Securities Exchange Act of 1934, as amended (the "Act").
2. This option was granted as a result of the adjustments described in this footnote. In connection with the completion of the Split-Off, all option awards held by the reporting person with respect to Liberty Global's LiLAC ordinary shares (each, a "Pre-Split LiLAC Award") were adjusted pursuant to the anti-dilution provisions of the incentive plan under which the option awards were granted, such that the reporting person (i) disposed of the Pre-Split LiLAC Award and (ii) received an option relating to shares of the corresponding class of the Issuer's common shares ("Post-Split Splitco Award"). The terms of the Post-Split Splitco Award will, in all material respects, be the same as those of the corresponding Pre-Split LiLAC Award. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Act.
3. The option is immediately exercisable.
4. The option vests in three equal annual installments commencing on the date of Liberty Global's 2016 annual general meeting of shareholders and on the date of each Liberty Global annual general meeting of shareholders thereafter.
5. The option vests in three equal annual installments commencing on the date of Liberty Global's 2017 annual general meeting of shareholders and on the date of each Liberty Global annual general meeting of shareholders thereafter.
6. The option vests in three equal annual installments commencing on the date of Liberty Global's 2018 annual general meeting of shareholders and on the date of each Liberty Global annual general meeting of shareholders thereafter.
Remarks:
On December 29, 2017, Liberty Global effected the split-off of its wholly-owned subsidiary, the Issuer, by distributing the Issuer's common shares (the "distribution") to the holders of Liberty Global's LiLAC ordinary shares. Immediately following the distribution, the LiLAC ordinary shares were redesignated as deferred shares (with virtually no economic rights) and those deferred shares were transferred for no consideration to a third-party designee (such transactions together with the distribution, the "Split-Off"). In the distribution, holders of LiLAC ordinary shares received one share of the same class of common shares of the Issuer for each LiLAC ordinary share held by them at 5:00 p.m., New York City time, on December 29, 2017. The trading symbols for the Issuer's classes of common shares are LILA, LILAB, and LILAK.
/s/ John M. Winter, Attorney-in-Fact 02/14/2018
** 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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