Morgan Donald E Iii Form 3 Ascent Capital / DONALD E MORGAN III ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Brigade Leveraged Capital Structures Fund Ltd.

(Last) (First) (Middle)

C/O INTERTRUST CORP SVCS (CYMN) LTD

190 ELGIN AVENUE, GEORGE TOWN

(Street)

GRAND CAYMAN E9 KY1-9007

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/06/2017

3. Issuer Name and Ticker or Trading Symbol
Ascent Capital Group, Inc. [ ASCMA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Common Stock	1,720,000	D
Series A Common Stock	1,720,000	I	See Footnote(1)
Series A Common Stock	43,000	I	See Footnote(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Call Option (obligation to sell)	(3)	04/20/2018	Series A Common Stock	860,000	13.5	D
Put Option (right to sell)	(3)	04/20/2018	Series A Common Stock	860,000	11.5	D
Call Option (obligation to sell)	(3)	04/20/2018	Series A Common Stock	860,000	13.5	I	See Footnote(1)
Put Option (right to sell)	(3)	04/20/2018	Series A Common Stock	860,000	11.5	I	See Footnote(1)

1. Name and Address of Reporting Person^*

Brigade Leveraged Capital Structures Fund Ltd.

(Last) (First) (Middle)

C/O INTERTRUST CORP SVCS (CYMN) LTD

190 ELGIN AVENUE, GEORGE TOWN

(Street)

GRAND CAYMAN E9 KY1-9007

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BRIGADE CAPITAL MANAGEMENT, LP

(Last) (First) (Middle)

399 PARK AVENUE

16TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MORGAN DONALD E III

(Last) (First) (Middle)

C/O BRIGADE CAPITAL MANAGEMENT, LP

399 PARK AVENUE, 16TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Brigade Capital Management GP, LLC

(Last) (First) (Middle)

399 PARK AVENUE

16TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. The reported securities are directly owned by Brigade Leveraged Capital Structures Fund Ltd. (the "Fund") and may be deemed beneficially owned by Brigade Capital Management, LP, the investment manager of the Fund, Brigade Capital Management GP, LLC, the general partner of Brigade Capital Management, LP, and Donald E. Morgan, III, the managing member of Brigade Capital Management GP, LLC, each a Reporting Person. Brigade Capital Management, LP, Brigade Capital Management GP, LLC and Mr. Morgan each disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed to be an admission that each 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 reported securities are directly owned by another private investment fund and may be deemed beneficially owned by Brigade Capital Management, LP, the investment manager of such other fund, Brigade Capital Management GP, LLC, the general partner of Brigade Capital Management, LP, and Donald E. Morgan, III, the managing member of Brigade Capital Management GP, LLC, each a Reporting Person. Brigade Capital Management, LP, Brigade Capital Management GP, LLC and Mr. Morgan each disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed to be an admission that each 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 stock option is currently exercisable.

	Brigade Leveraged Capital Structures Fund Ltd., By: /s/ Donald E. Morgan, III, Director	11/16/2017
	Brigade Capital Management, LP, /s/ Donald E. Morgan, III, Managing Member of its General Partner	11/16/2017
	/s/ Donald E. Morgan, III	11/16/2017
	Brigade Capital Management GP, LLC, /s/ Donald E. Morgan, III, Managing Member	11/16/2017
	** Signature of Reporting Person	Date
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