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). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GENERAL COMMUNICATION INC [ GNCMA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/31/2008 | ||||||||||||||||||||||||||
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 | ||||||
Class A Common Stock | 12/31/2008 | D | 195,331 | D | (1) | 0 | I | by Corporation(2) | ||
Class A Common Stock | 962,939 | D | ||||||||
Class A Common Stock | 35,560 | I | by Daughter(3) | |||||||
Class A Common Stock | 27,760 | I | by Spouse(4) | |||||||
Class A Common Stock | 141,395 | I | by Trust(5) |
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 | ||||||||
Phantom Stock | (1) | 12/31/2008 | A | 195,331 | 02/08/2009 | 02/08/2009 | Class A Common Stock | 195,331 | $0 | 195,331 | D |
Explanation of Responses: |
1. Phantom stock was previously payable only in stock pursuant to a deferred compensation plan, so such phantom stock was reported on Table I. Pursuant to an amendment to the deferred compensation plan dated December 31, 2008, the phantom stock is now payable only in cash and is reported on Table II. |
2. All shares were owned by the Company on behalf of Mr. Duncan pursuant to the terms of a deferred compensation agreement. Mr. Duncan was vested in all shares. See footnote 1 above for additional information. |
3. Shares owned by the Amanda Miller Trust, where Amanda Miller is the daughter of Mr. Duncan, and Mr. Duncan has no voting or investment power with respect to the Trust. |
4. Shares owned by the spouse of Mr. Duncan. Mr. Duncan disclaims beneficial ownership of the shares owned by his spouse. |
5. All shares owned by virtue of participation in the Company's Employee Stock Purchase Plan through December 31, 2007. |
Ronald A. Duncan | 01/05/2009 | |
** 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. |