SEC FORM 5

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^*

FRIES MICHAEL T

(Last)

(First)

(Middle)

1550 WEWATTA STREET

SUITE 710

(Street)

DENVER

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
X	Officer (give title below)	Other (specify below)
	Executive Chairman

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)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Share Appreciation Rights C	$20.09	12/29/2017		J⁽¹⁾	4,795		⁽²⁾	05/01/2018	Class C Common Shares	4,795	$0	4,795	D
Share Appreciation Rights C	$21.96	12/29/2017		J⁽¹⁾	11,967		⁽²⁾	05/01/2018	Class C Common Shares	11,967	$0	11,967	D
Share Appreciation Rights C	$22.88	12/29/2017		J⁽¹⁾	5,984		⁽²⁾	05/01/2018	Class C Common Shares	5,984	$0	5,984	D
Share Appreciation Rights C	$20.93	12/29/2017		J⁽¹⁾	2,397		⁽²⁾	05/01/2018	Class C Common Shares	2,397	$0	2,397	D
Share Appreciation Rights C	$21.81	12/29/2017		J⁽¹⁾	4,540		⁽²⁾	05/01/2019	Class C Common Shares	4,540	$0	4,540	D
Share Appreciation Rights C	$24.6	12/29/2017		J⁽¹⁾	5,664		⁽²⁾	05/01/2019	Class C Common Shares	5,664	$0	5,664	D
Share Appreciation Rights C	$22.51	12/29/2017		J⁽¹⁾	2,270		⁽²⁾	05/01/2019	Class C Common Shares	2,270	$0	2,270	D
Share Appreciation Rights C	$23.84	12/29/2017		J⁽¹⁾	11,330		⁽²⁾	05/01/2019	Class C Common Shares	11,330	$0	11,330	D
Share Appreciation Rights C	$36.44	12/29/2017		J⁽¹⁾	5,338		⁽²⁾	05/01/2020	Class C Common Shares	5,338	$0	5,338	D
Share Appreciation Rights C	$31.14	12/29/2017		J⁽¹⁾	4,279		⁽²⁾	05/01/2020	Class C Common Shares	4,279	$0	4,279	D
Share Appreciation Rights C	$33.35	12/29/2017		J⁽¹⁾	2,140		⁽²⁾	05/01/2020	Class C Common Shares	2,140	$0	2,140	D
Share Appreciation Rights C	$34.03	12/29/2017		J	10,679		⁽²⁾	05/01/2020	Class C Common Shares	10,679	$0	10,679	D
Share Appreciation Rights C	$32.42	12/29/2017		J⁽¹⁾	241,301		⁽²⁾	06/24/2020	Class C Common Shares	241,301	$0	241,301	D
Share Appreciation Rights C	$29.66	12/29/2017		J⁽¹⁾	96,687		⁽²⁾	06/24/2020	Class C Common Shares	96,687	$0	96,687	D
Share Appreciation Rights C	$31.37	12/29/2017		J⁽¹⁾	48,343		⁽²⁾	06/24/2020	Class C Common Shares	48,343	$0	48,343	D
Share Appreciation Rights C	$34.29	12/29/2017		J⁽¹⁾	120,710		⁽²⁾	06/24/2020	Class C Common Shares	120,710	$0	120,710	D
Share Appreciation Rights C	$35.37	12/29/2017		J⁽¹⁾	20,072		⁽³⁾	05/01/2021	Class C Common Shares	20,072	$0	20,072	D
Share Appreciation Rights C	$38.65	12/29/2017		J⁽¹⁾	50,088		⁽³⁾	05/01/2021	Class C Common Shares	50,088	$0	50,088	D
Share Appreciation Rights C	$46.52	12/29/2017		J⁽¹⁾	16,078		⁽⁴⁾	05/01/2022	Class C Common Shares	16,078	$0	16,078	D
Share Appreciation Rights C	$50.84	12/29/2017		J⁽¹⁾	39,527		⁽⁴⁾	05/01/2022	Class C Common Shares	39,527	$0	39,527	D
Share Appreciation Rights C	$39.71	12/29/2017		J⁽¹⁾	52,872		⁽⁵⁾	05/01/2023	Class C Common Shares	52,872	$0	52,872	D
Share Appreciation Rights C	$40.61	12/29/2017		J⁽¹⁾	21,188		⁽⁵⁾	05/01/2023	Class C Common Shares	21,188	$0	21,188	D
Share Appreciation Rights C	$21.84	12/29/2017		J⁽¹⁾	56,960		⁽⁶⁾	05/01/2024	Class C Common Shares	56,960	$0	56,960	D

Explanation of Responses:

1. This share appreciation right ("SAR") was granted as a result of the adjustments described in this footnote. In connection with the completion of the Split-Off (as described in the Remarks section), all SARs 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 SAR awards were granted, such that the reporting person (i) disposed of the Pre-Split LiLAC Award and (ii) received a SAR 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 Securities Exchange Act of 1934, as amended.

2. The SARs are immediately exercisable.

3. The SARs provide for vesting of 12.5% of the shares on November 1, 2014, and the remaining shares in 14 equal quarterly installments commencing on February 1, 2015.

4. The SARs provide for vesting of 12.5% of the shares on November 1, 2015, and the remaining shares in 14 equal quarterly installments commencing on February 1, 2016.

5. The SARs provide for vesting of 12.5% of the shares on November 1, 2016, and the remaining shares in 14 equal quarterly installments commencing on February 1, 2017.

6. The SARs provide for vesting of 12.5% of the shares on November 1, 2017, and the remaining shares in 14 equal quarterly installments commencing on February 1, 2018.

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/ Michael T. Fries	02/13/2018
	** Signature of Reporting Person	Date
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