0000808461-15-000043.txt : 20150310 0000808461-15-000043.hdr.sgml : 20150310 20150310142245 ACCESSION NUMBER: 0000808461-15-000043 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150304 FILED AS OF DATE: 20150310 DATE AS OF CHANGE: 20150310 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL COMMUNICATION INC CENTRAL INDEX KEY: 0000808461 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 920072737 STATE OF INCORPORATION: AK FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2550 DENALI ST STE 1000 CITY: ANCHORAGE STATE: AK ZIP: 99503 BUSINESS PHONE: 9072655600 MAIL ADDRESS: STREET 1: 2550 DENALI STREET STREET 2: SUITE 1000 CITY: ANCHORAGE STATE: AK ZIP: 99503 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Searchlight ALX GP LLC CENTRAL INDEX KEY: 0001635187 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15279 FILM NUMBER: 15688371 BUSINESS ADDRESS: STREET 1: C/O SEARCHLIGHT CAPITAL PARTNERS GP, LP STREET 2: 745 FIFTH AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10151 BUSINESS PHONE: 2122933730 MAIL ADDRESS: STREET 1: C/O SEARCHLIGHT CAPITAL PARTNERS GP, LP STREET 2: 745 FIFTH AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10151 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Searchlight ALX LP CENTRAL INDEX KEY: 0001635184 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15279 FILM NUMBER: 15688372 BUSINESS ADDRESS: STREET 1: C/O SEARCHLIGHT CAPITAL PARTNERS GP, LP STREET 2: 745 FIFTH AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10151 BUSINESS PHONE: 2122933730 MAIL ADDRESS: STREET 1: C/O SEARCHLIGHT CAPITAL PARTNERS GP, LP STREET 2: 745 FIFTH AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10151 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Zinterhofer Eric Louis CENTRAL INDEX KEY: 0001267621 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15279 FILM NUMBER: 15688373 MAIL ADDRESS: STREET 1: C/O SEARCHLIGHT CAPITAL PARTNERS GP, LP STREET 2: 745 FIFTH AVENUE, 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10151 FORMER NAME: FORMER CONFORMED NAME: ZINTERHOFER ERIC DATE OF NAME CHANGE: 20031020 3 1 wf-form3_142601175491004.xml FORM 3 X0206 3 2015-03-04 0 0000808461 GENERAL COMMUNICATION INC GNCMA 0001267621 Zinterhofer Eric Louis 745 FIFTH AVENUE, 27TH FLOOR NEW YORK NY 10151 1 0 0 1 See Remarks 0001635184 Searchlight ALX LP 745 FIFTH AVENUE, 27TH FLOOR NEW YORK NY 10151 0 0 0 1 Director by Deputization 0001635187 Searchlight ALX GP LLC 745 FIFTH AVENUE, 27TH FLOOR NEW YORK NY 10151 0 0 0 1 Director by Deputization Class A Common Stock 1632661 I See Footnotes Stock Appreciation Rights 13.0 2019-02-02 2023-02-02 Class A Common Stock 3000000.0 I See Footnotes The securities are owned by Searchlight ALX, L.P. (the "Fund"). Searchlight ALX GP, LLC (the "Searchlight GP") is the general partner of the Fund. Eric L. Zinterhofer is a manager of the Searchlight GP. By reason of the provisions of Rule 16a-1, Mr. Zinterhofer and the Searchlight GP may be deemed to be the beneficial owners of the securities beneficially owned by the Fund. Mr. Zinterhofer does not alone have dispositive or voting power with respect to any securities owned, directly or indirectly, by the Searchlight GP or by the Fund. Mr. Zinterhofer and the Searchlight GP hereby disclaim beneficial ownership of all securities, except to the extent of any indirect pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. 3,000,000 Stock Appreciation Rights ("SARs") were issued on 2/2/2015 by General Communication, Inc. ("GCI") to the Fund in accordance with the SAR Agreement. The SARs entitle the Fund to receive, upon exercise, an amount payable at the election of GCI in either cash or shares of GCI's Class A common stock equal in value to the excess of the fair market value of a share of Class A common stock on the date of exercise over the exercise price of $13.00. The SARs were issued in connection with GCI's issuance of an unsecured promissory note to the Fund in the amount of $75 million. The terms of the note provide that interest payments will be payable in cash or, at GCI's discretion, payable in kind by adding the interest due to the outstanding principal of the note and issuing to the Fund four hundredths (0.04) of a SAR for each dollar of interest that is capitalized. The SARs will become exercisable on 2/2/2019 and expire on 2/2/2023. - The reporting persons herein may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934, as amended. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by such reporting person. This report shall not be deemed an admission that such reporting person is a member of a group or the beneficial owner of any securities not directly owned by such reporting person. - Mr. Zinterhofer, a manager of the Searchlight General Partner, serves on the board of directors of GCI. As a result, the other reporting persons herein may be deemed directors by deputization. By: /s/ Eric L. Zinterhofer 2015-03-06 SEARCHLIGHT ALX, L.P., By: Searchlight ALX GP, LLC, its General Partner, By /s/ 2015-03-06 SEARCHLIGHT ALX GP, LLC, By /s/ 2015-03-06