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* Zinterhofer Eric Louis (Last) (First) (Middle) 745 FIFTH AVENUE, 27TH FLOOR (Street) NEW YORK NY 10151 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/04/2015	3. Issuer Name and Ticker or Trading Symbol GENERAL COMMUNICATION INC [ GNCMA ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) X Other (specify below) See Remarks	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)
Class A Common Stock	1,632,661	I(1)	See Footnotes(1)

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
Stock Appreciation Rights(2)	02/02/2019	02/02/2023	Class A Common Stock	3,000,000(2)	$13(2)	I(1)(2)	See Footnotes(1)

1. Name and Address of Reporting Person* Zinterhofer Eric Louis (Last) (First) (Middle) 745 FIFTH AVENUE, 27TH FLOOR (Street) NEW YORK NY 10151 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

1. Name and Address of Reporting Person* Searchlight ALX LP (Last) (First) (Middle) 745 FIFTH AVENUE, 27TH FLOOR (Street) NEW YORK NY 10151 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Director by Deputization

1. Name and Address of Reporting Person* Searchlight ALX GP LLC (Last) (First) (Middle) 745 FIFTH AVENUE, 27TH FLOOR (Street) NEW YORK NY 10151 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Director by Deputization

Explanation of Responses:

1. The securities are owned by Searchlight ALX, L.P. (the "Fund"). Searchlight ALX GP, LLC (the "Searchlight GP") is the general partner of the Fund. Eric L. Zinterhofer is a manager of the Searchlight GP. By reason of the provisions of Rule 16a-1, Mr. Zinterhofer and the Searchlight GP may be deemed to be the beneficial owners of the securities beneficially owned by the Fund. Mr. Zinterhofer does not alone have dispositive or voting power with respect to any securities owned, directly or indirectly, by the Searchlight GP or by the Fund. Mr. Zinterhofer and the Searchlight GP hereby disclaim 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 such 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. 3,000,000 Stock Appreciation Rights ("SARs") were issued on 2/2/2015 by General Communication, Inc. ("GCI") to the Fund in accordance with the SAR Agreement. The SARs entitle the Fund to receive, upon exercise, an amount payable at the election of GCI in either cash or shares of GCI's Class A common stock equal in value to the excess of the fair market value of a share of Class A common stock on the date of exercise over the exercise price of $13.00. The SARs were issued in connection with GCI's issuance of an unsecured promissory note to the Fund in the amount of $75 million. The terms of the note provide that interest payments will be payable in cash or, at GCI's discretion, payable in kind by adding the interest due to the outstanding principal of the note and issuing to the Fund four hundredths (0.04) of a SAR for each dollar of interest that is capitalized. The SARs will become exercisable on 2/2/2019 and expire on 2/2/2023.

Remarks:

- The reporting persons herein may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934, as amended. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by such reporting person. This report shall not be deemed an admission that such reporting person is a member of a group or the beneficial owner of any securities not directly owned by such reporting person. - Mr. Zinterhofer, a manager of the Searchlight General Partner, serves on the board of directors of GCI. As a result, the other reporting persons herein may be deemed directors by deputization.

	By: /s/ Eric L. Zinterhofer	03/06/2015
	SEARCHLIGHT ALX, L.P., By: Searchlight ALX GP, LLC, its General Partner, By /s/	03/06/2015
	SEARCHLIGHT ALX GP, LLC, By /s/	03/06/2015
	** 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 5 (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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