| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Liberty Latin America Ltd. [ LILA ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 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)
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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 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) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
| 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) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Share Appreciation Rights A | $22.25 | 12/29/2017 | J(1) | 6,009 | (2) | 05/01/2018 | Class A Common Shares | 6,009 | $0 | 6,009 | D | |||
| Share Appreciation Rights A | $20.03 | 12/29/2017 | J(1) | 2,408 | (2) | 05/01/2018 | Class A Common Shares | 2,408 | $0 | 2,408 | D | |||
| Share Appreciation Rights A | $21.53 | 12/29/2017 | J(1) | 2,280 | (2) | 05/01/2019 | Class A Common Shares | 2,280 | $0 | 2,280 | D | |||
| Share Appreciation Rights A | $23.91 | 12/29/2017 | J(1) | 5,689 | (2) | 05/01/2019 | Class A Common Shares | 5,689 | $0 | 5,689 | D | |||
| Share Appreciation Rights A | $35.44 | 12/29/2017 | J(1) | 5,363 | (2) | 05/01/2020 | Class A Common Shares | 5,363 | $0 | 5,363 | D | |||
| Share Appreciation Rights A | $31.91 | 12/29/2017 | J(1) | 2,149 | (2) | 05/01/2020 | Class A Common Shares | 2,149 | $0 | 2,149 | D | |||
| Share Appreciation Rights A | $30.02 | 12/29/2017 | J(1) | 48,562 | (2) | 06/24/2020 | Class A Common Shares | 48,562 | $0 | 48,562 | D | |||
| Share Appreciation Rights A | $33.35 | 12/29/2017 | J(1) | 121,223 | (2) | 06/24/2020 | Class A Common Shares | 121,223 | $0 | 121,223 | D | |||
| Share Appreciation Rights A | $35.06 | 12/29/2017 | J(1) | 10,082 | (3) | 05/01/2021 | Class A Common Shares | 10,082 | $0 | 10,082 | D | |||
| Share Appreciation Rights A | $38.94 | 12/29/2017 | J(1) | 25,171 | (3) | 05/01/2021 | Class A Common Shares | 25,171 | $0 | 25,171 | D | |||
| Share Appreciation Rights A | $45.52 | 12/29/2017 | J(1) | 7,882 | (4) | 05/01/2022 | Class A Common Shares | 7,882 | $0 | 7,882 | D | |||
| Share Appreciation Rights A | $50.55 | 12/29/2017 | J(1) | 19,603 | (4) | 05/01/2022 | Class A Common Shares | 19,603 | $0 | 19,603 | D | |||
| Share Appreciation Rights A | $39.48 | 12/29/2017 | J(1) | 26,436 | (5) | 05/01/2023 | Class A Common Shares | 26,436 | $0 | 26,436 | D | |||
| Share Appreciation Rights A | $37.53 | 12/29/2017 | J(1) | 10,594 | (5) | 05/01/2023 | Class A Common Shares | 10,594 | $0 | 10,594 | D | |||
| Share Appreciation Rights A | $21.43 | 12/29/2017 | J(1) | 28,480 | (6) | 05/01/2024 | Class A Common Shares | 28,480 | $0 | 28,480 | 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 | |
| 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. | ||
