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