SEC Form 4
| 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)
| 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. Date of Earliest Transaction (Month/Day/Year) 09/09/2019 | ||||||||||||||||||||||||||
| 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 C Common Shares | 09/09/2019 | P | 100,000 | A | $17 | 1,381,037 | I | by Searchlight LEO, L.P.(1) | ||
| Class C Common Shares | 9,500,000 | I | by Searchlight Capital Partners GP, L.P.(2) | |||||||
| Class C Common Shares | 104,303 | I | by Searchlight Opportunities Fund, L.P.(3) | |||||||
| Class C Common Shares | 9,268 | I | by Searchlight Capital Partners, L.P.(4) | |||||||
| 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 | ||||||||
| Explanation of Responses: |
| 1. The securities are owned by Searchlight LEO, L.P. ("SLLP"). Searchlight Capital Partners GP, L.P. ("SCP GP LP") is the general partner of SLLP and Searchlight Capital Partners GP, LLC ("SCP GP LLC") is the general partner of SCP GP LP and the Reporting Person is a member of SCP GP LLC. By reason of the provisions of Rule 16a-1, the Reporting Person may be deemed to be the beneficial owner of the securities beneficially owned by SLLP. The Reporting Person does not alone have dispositive or voting power with respect to any securities owned, directly or indirectly, by SLLP, SCP GP LP or SCP GP LLC. The Reporting Person hereby disclaims 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 the Reporting 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. |
| 2. The securities are owned by certain funds of Searchlight Capital Partners GP, L.P. ("SCP GP LP"). Searchlight Capital Partners GP, LLC ("SCP GP") is the general partner of SCP GP LP. The Reporting Person is a manager of SCP GP. By reason of the provisions of Rule 16a-1, the Reporting Person may be deemed to be the beneficial owner of the securities beneficially owned by SCP GP LP. The Reporting Person does not alone have dispositive or voting power with respect to any securities owned, directly or indirectly, by SCP GP LP or SCP GP. The Reporting Person hereby disclaims 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 the Reporting 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. The securities are owned by Searchlight Opportunities Fund, L.P. ("SOF"). Searchlight Opportunities Fund GP, L.P. ("SOF GP") is the general partner of SOF and Searchlight Opportunities Fund GP, LLC ("SOF GP LLC") is the general partner of SOF GP. The Reporting Person is a manager of SOF GP LLC. By reason of the provisions of Rule 16a-1, the Reporting Person may be deemed to be the beneficial owner of the securities beneficially owned by SOF. The Reporting Person does not alone have dispositive or voting power with respect to any securities owned, directly or indirectly, by SOF, SOF GP or SOF GP LLC. The Reporting Person hereby disclaims 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 the Reporting 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. |
| 4. The securities are owned by Searchlight Capital Partners, L.P. ("SCP"). Searchlight Capital Partners, LLC ("SCP LLC") is the general partner of SCP and the Reporting Person is a member of SCP LLC. By reason of the provisions of Rule 16a-1, the Reporting Person may be deemed to be the beneficial owner of the securities beneficially owned by SCP. The Reporting Person does not alone have dispositive or voting power with respect to any securities owned, directly or indirectly, by SCP. The Reporting Person hereby disclaims 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 the Reporting 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. |
| Remarks: |
| The trading symbols for the Issuer's classes of common shares are LILA, LILAB, and LILAK. |
| /s/ John M. Winter, Attorney-in-Fact | 09/11/2019 | |
| ** 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. | ||