Sec Form 4 Filing - DUNCAN RONALD A @ GCI Liberty, Inc. - 2025-07-17

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
DUNCAN RONALD A
2. Issuer Name and Ticker or Trading Symbol
GCI Liberty, Inc. [ GLIBK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
12300 LIBERTY BOULEVARD
3. Date of Earliest Transaction (MM/DD/YY)
07/17/2025
(Street)
ENGLEWOOD, CO80112
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Restricted Stock Units - GLIBK ( 1 ) 07/17/2025 A( 2 ) V 7,035 01/05/2026 01/05/2026 Series C GCI Group Common Stock 7,035 $ 0 ( 2 ) 7,035 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DUNCAN RONALD A
12300 LIBERTY BOULEVARD
ENGLEWOOD, CO80112
X President and CEO
Signatures
/s/ Brittany A. Uthoff as Attorney in Fact for Ronald A. Duncan 07/23/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each restricted stock unit represents a contingent right to receive one share of Series C GCI Group Common Stock.
( 2 )On July 14, 2025, Liberty Broadband Corporation completed the spin-off of the Issuer (the "Spin-Off"), which was effected by the distribution to each holder of its common stock as of 5:00 p.m., New York City time, on June 30, 2025, of 0.20 of a share of the Issuer's Series A, Series B and Series C GCI Group common stock for each whole share of the corresponding series of Liberty Broadband Corporation's common stock, with cash (with no interest) paid in lieu of fractional shares. In connection with the Spin-Off, all restricted stock unit awards held by the Reporting Person in Liberty Broadband Corporation Series C Common Stock (the "Liberty Broadband restricted stock units") were converted into restricted stock unit awards of the Issuer in the Issuer's Series C GCI Group Common Stock (the "Issuer restricted stock units") as further described in the Remarks.

Remarks:
The number of shares of the Issuer's Series C GCI Group Common Stock subject to each Issuer restricted stock unit was determined on July 17, 2025 in a manner designed to preserve the value associated with the original awards prior to the Spin-Off. Otherwise, such Issuer restricted stock units are generally subject to the same terms and conditions applicable to the Liberty Broadband restricted stock units, and such adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3.

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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