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) 10/01/2020 | ||||||||||||||||||||||||||
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 A Common Shares | 10/01/2020 | M | 30,620 | A | (1) | 294,647 | D | |||
Class A Common Shares | 10/01/2020 | F | 13,467 | D | $8.82 | 281,180 | D | |||
Class C Common Shares | 10/01/2020 | M | 58,949 | A | (1) | 563,682 | D | |||
Class C Common Shares | 10/01/2020 | F | 25,926 | D | $8.73 | 537,756 | D | |||
Class C Common Shares | 10/05/2020 | M | 64,005 | A | (1) | 601,761 | D | |||
Class C Common Shares | 10/05/2020 | F | 28,150 | D | $8.84 | 573,611 | D | |||
Class C Common Shares | 4,937 | I | By 401(k) Plan | |||||||
Class C Common Shares | 1,139 | I | By Liberty Global 401(k) Plan |
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 | ||||||||
Restricted Share Units A | (1) | 10/01/2020 | M | 30,620 | (2) | (2) | Class A Common Shares | 30,620 | (1) | 0 | D | ||||
Restricted Share Units C | (1) | 10/01/2020 | M | 58,949(3) | (2) | (2) | Class C Common Shares | 58,949(3) | (1) | 0 | D | ||||
Restricted Share Units C(4) | (1) | 10/01/2020 | A | 64,005(5) | 10/05/2020 | 10/05/2020 | Class C Common Shares | 64,005(5) | $0 | 64,005 | D | ||||
Restricted Share Units C | (1) | 10/05/2020 | M | 64,005 | 10/05/2020 | 10/05/2020 | Class C Common Shares | 64,005 | (1) | 0 | D |
Explanation of Responses: |
1. Each Restricted Share Unit represents a right to receive one share of the Issuer's Class A common shares or Class C common shares, as the case may be, at settlement. |
2. The Restricted Share Units vest in two equal semi-annual installments on April 1, 2020 and October 1, 2020. |
3. 2,291 shares subject to an RSU that could only be settled in shares were voluntarily forfeited by the Reporting Person prior to the vesting of such RSUs on October 1, 2020. |
4. In connection with the Issuer's recently completed rights offering to purchase Class C common shares (LILAK), holders of outstanding share appreciation rights (SARs) to acquire shares of Class A common shares (LILA) or LILAK and holders of outstanding restricted share units (RSUs) or performance-based RSUs relating to shares of LILA or LILAK received a new grant of RSUs relating to shares of LILAK to compensate for the diminution in value associated with the common shares underlying their outstanding SARs, RSUs and performance-based RSUs. These grants of RSUs were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. |
5. The number of RSUs was determined based, in part, on the volume-weighted average trading price of both LILAK shares and the subscription rights to purchase LILAK shares over the trading days occurring during the subscription period for the rights offering, beginning on and including September 11, 2020 and ending on and including September 25, 2020. |
Remarks: |
The trading symbols for the Issuer's classes of common shares are LILA, LILAB, and LILAK. |
/s/ John M. Winter, Attorney-in-Fact | 10/05/2020 | |
** 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. |