0001437106-14-000011.txt : 20140702 0001437106-14-000011.hdr.sgml : 20140702 20140702172850 ACCESSION NUMBER: 0001437106-14-000011 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20140702 DATE AS OF CHANGE: 20140702 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Ascent Capital Group, Inc. CENTRAL INDEX KEY: 0001437106 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 262735737 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84212 FILM NUMBER: 14957810 BUSINESS ADDRESS: STREET 1: 5251 DTC PARKWAY STREET 2: SUITE 1000 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: 303-628-5600 MAIL ADDRESS: STREET 1: 5251 DTC PARKWAY STREET 2: SUITE 1000 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FORMER COMPANY: FORMER CONFORMED NAME: Ascent Media Corp DATE OF NAME CHANGE: 20110616 FORMER COMPANY: FORMER CONFORMED NAME: Ascent Media CORP DATE OF NAME CHANGE: 20080606 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ascent Capital Group, Inc. CENTRAL INDEX KEY: 0001437106 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 262735737 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5251 DTC PARKWAY STREET 2: SUITE 1000 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: 303-628-5600 MAIL ADDRESS: STREET 1: 5251 DTC PARKWAY STREET 2: SUITE 1000 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 FORMER COMPANY: FORMER CONFORMED NAME: Ascent Media Corp DATE OF NAME CHANGE: 20110616 FORMER COMPANY: FORMER CONFORMED NAME: Ascent Media CORP DATE OF NAME CHANGE: 20080606 SC 13D/A 1 schedule13d_aforjohnmalone.htm SC 13D/A Schedule13D_AforJohnMaloneAscent-June302014_Active_16254234_1


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)*


ASCENT CAPITAL GROUP, INC.

__________________________________________________________________
(Name of Issuer)
Series A Common Stock, par value $0.01 per share
Series B Common Stock, par value $0.01 per share


(Title of Class of Securities)

Series A Common Stock: 043632 108
Series B Common Stock: 043632 207


(CUSIP Numbers)
John C. Malone
c/o Liberty Media Corporation
12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5400

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 30, 2014

(Date of Events which Require Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




CUSIP NO. 043632 108 (Series A Common Stock)
CUSIP NO. 043632 207 (Series B Common Stock)
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
John C. Malone
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7
SOLE VOTING POWER
Series A: 311,189 (1, 2, 3, 4)
Series B: 239,515 (1)
8
SHARED VOTING POWER
Series A: 2,570 (5)
Series B: 9,178 (5)
9
SOLE DISPOSITIVE POWER
Series A: 311,189 (1, 2, 3, 4)
Series B: 239,515 (1)
10
SHARED DISPOSITIVE POWER
Series A: 2,570 (5)
Series B: 9,178 (5)
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Series A: 313,759 (1, 2, 3, 4, 5)
Series B: 248,693 (1, 5)
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Series A: 2.3% (3, 6)
Series B: 64.7% (6)
14
TYPE OF REPORTING PERSON
IN

2


(1) Includes (i) 26,833 shares of Series A Common Stock and 2,046 shares of Series B Common Stock held by Mr. Malone’s wife, Mrs. Leslie Malone, as to which shares Mr. Malone has disclaimed beneficial ownership and (ii) 113,345 shares of Series A Common Stock and 145,225 shares of Series B Common Stock held by Columbus Holding LLC (“Columbus”), which is owned by Mr. Malone and his wife.

(2) Includes 16 and 55,317 shares of Series A Common Stock held by two trusts with respect to which Mr. Malone is the sole trustee and, with his wife, retains a unitrust interest in the trusts.

(3) Does not include shares of Series A Common Stock issuable upon conversion of shares of Series B Common Stock owned by Mr. Malone, his wife or Columbus; however, if such shares of Series B Common Stock were converted and the corresponding shares of Series A Common Stock were included, Mr. Malone would have sole voting and dispositive power over 550,704 shares of Series A Common Stock, and the percent of Series A Common Stock, as a series, represented by Mr. Malone’s beneficial ownership would be approximately 4.1%, in each case subject to the relevant footnotes set forth herein.

(4) Includes 4,997 shares of Series A Common Stock that may be acquired upon exercise of stock options exercisable within 60 days after June 30, 2014.
 
(5) Includes 2,570 shares of Series A Common Stock and 9,178 shares of Series B Common Stock held by two trusts (the “Trusts”) managed by an independent trustee, of which the beneficiaries are Mr. Malone’s adult children. Mr. Malone has no pecuniary interest in the trusts, but he retains the right to substitute the assets held by the trusts. Mr. Malone disclaims beneficial ownership of such shares.

(6) As of April 25, 2014, the Issuer had 13,498,246 shares of Series A Common Stock and 384,212 shares of Series B Common Stock outstanding, based on the Issuer’s Form 10-Q for the quarter ended March 31, 2014 filed with the SEC on May 9, 2014 and, as required by Rule 13d-3 under the Exchange Act, the exercise of all rights to acquire shares of Common Stock held by Mr. Malone and exercisable within 60 days after June 30, 2014. Each share of Series B Common Stock is convertible, at the option of the holder, into one share of Series A Common Stock. Each share of Series A Common Stock is entitled to one vote, whereas each share of Series B Common Stock is entitled to ten votes. Accordingly, Mr. Malone may be deemed to beneficially own voting equity securities representing approximately 16.2% of the voting power with respect to the general election of directors of the Issuer based on the number of shares outstanding specified above and calculated pursuant to Rule 13d-3 of the Exchange Act. See Item 5.



3


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 5)

Statement of
JOHN C. MALONE
Pursuant to Section 13(d) of the Securities Exchange Act of 1934
in respect of
ASCENT CAPITAL GROUP, INC.
(formerly known as Ascent Media Corporation)

This Amendment No. 5 to Schedule 13D (this “Amendment”) amends the statement on Schedule 13D originally filed by John C. Malone (“Mr. Malone” or the “Reporting Person”) with the Securities and Exchange Commission (“SEC”) on September 26, 2008, as amended by Amendment No. 1 filed with the SEC by Mr. Malone on January 28, 2010, by Amendment No. 2 filed with the SEC by Mr. Malone on November 15, 2012, by Amendment No. 3 filed with the SEC by Mr. Malone on January 9, 2013, and by Amendment No. 4 filed with the SEC by Mr. Malone on November 1, 2013 (collectively, the “Schedule 13D”), and relates to the Series A Common Stock, par value $0.01 per share (the “Series A Common Stock”), and the Series B Common Stock, par value $0.01 per share (the “Series B Common Stock” and, together with the Series A Common Stock, the “Common Stock”), of Ascent Capital Group, Inc., formerly known as Ascent Media Corporation, a Delaware corporation (the “Issuer”). Capitalized terms not defined herein have the meanings given to such terms in the Schedule 13D.
Item 4.    Purpose of the Transaction.
The information contained in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:
Pursuant to a Stock Exchange Agreement, dated as of June 30, 2014, by and between William R. Fitzgerald (“Mr. Fitzgerald”) and William R. Fitzgerald 2012 Irrevocable Trust, dated 12/6/12 (the “WRF Trust”), on the one hand, and Columbus Holding LLC (“Columbus”), which is jointly owned by Mr. Malone and his wife, on the other hand (the “Stock Exchange Agreement”), Columbus exchanged an aggregate of 103,041 shares of Series B Common Stock in a private transaction for an aggregate of 113,345 shares of Series A Common Stock held by Mr. Fitzgerald and the WRF Trust.
The foregoing is a summary of the terms of the Stock Exchange Agreement, which is attached hereto as Exhibit 7(a) and is incorporated by reference herein.
Pursuant to a letter agreement, dated as of June 30, 2014, among Mr. Malone, the Tracy M. Amonette Trust A, the Evan D. Malone Trust A (collectively with the Tracy M. Amonette Trust A, the “Trusts”) and Mr. Fitzgerald (the “Letter Agreement”), until the earlier of (i) December 31, 2018 or (ii) the date on which the parties agree to terminate the Letter Agreement (June 30, 2014 through the earlier of (i) or (ii), the “Term”), Mr. Malone will, and will cause Columbus to, exchange an aggregate of up to 246,647 shares of Series B Common Stock for shares of Series A Common Stock held by Mr. Fitzgerald offered for exchange from time to time at an exchange ratio of one share of Series B Common Stock for each 1.1 shares of Series A Common Stock. During the Term of the Letter Agreement, the Trusts and Mr. Malone will not, and Mr. Malone will cause Columbus not to, transfer any shares of Series B Common Stock, except (x) in connection with the exercise of Mr. Fitzgerald’s rights in the event of a proposed sale (as described below) and, (y) in the case of Mr. Malone, a transfer to his wife, any marital trust for her benefit, or any charitable organization under Mr. Malone’s control, so long as such transferee agrees in writing to be bound by, and assume all of Mr. Malone’s obligations under, this Letter Agreement (such transferee pursuant to this clause (y) a “Permitted Transferee”). During the Term of

4


the Letter Agreement, if Mr. Malone, Columbus, the Trusts or any Permitted Transferee proposes to transfer any shares of Series B Common Stock to a third party, Mr. Fitzgerald will have an exclusive right to negotiate to purchase such shares of Series B Common Stock, and if the parties fail to come to an agreement and Mr. Malone, the Trusts or any Permitted Transferee subsequently intends to enter into a sale transaction with a third party, Mr. Fitzgerald will have a right to match the offer made by such third party.

The foregoing is a summary of the terms of the Letter Agreement, which is attached hereto as Exhibit 7(b) and is incorporated by reference herein.
Other than as provided in the Schedule 13D and this Amendment, Mr. Malone does not have any plans or proposals that relate to or would result in any of the actions set forth in clauses (a) through (j) of Item 4.
Item 5.    Interest in Securities of the Issuer.
The information contained in Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a)    After giving effect to the exchange, Mr. Malone beneficially owns (without giving effect to the conversion of Series B Common Stock into Series A Common Stock) (i) 313,759 shares of Series A Common Stock (including (A) 26,833 shares held by his wife as to which he disclaims beneficial ownership; (B) 113,345 shares held by Columbus; (C) 16 and 55,317 shares held by two trusts with respect to which Mr. Malone is the sole trustee and, with his wife, retains a unitrust interest; (D) 2,570 shares held by the Trusts as to which he disclaims beneficial ownership; and (E) 4,997 shares that may be acquired within 60 days after June 30, 2014 pursuant to stock options), which represent approximately 2.3% of the outstanding shares of Series A Common Stock; and (ii) 248,693 shares of Series B Common Stock (including (A) 2,046 shares held by his wife as to which he disclaims beneficial ownership, (B) 145,225 shares held by Columbus and (C) 9,178 shares held by the Trusts as to which he disclaims beneficial ownership), which represent approximately 64.7% of the outstanding shares of Series B Common Stock. The foregoing percentage interests are based on 13,498,246 shares of Series A Common Stock and 384,212 shares of Series B Common Stock outstanding, based on the Issuer’s Form 10-Q for the quarter ended March 31, 2014 filed with the SEC on May 9, 2014 and, as required by Rule 13d-3 under the Exchange Act, the exercise of all rights to acquire shares of Common Stock held by Mr. Malone and exercisable within 60 days after June 30, 2014. Accordingly, Mr. Malone may be deemed to beneficially own voting equity securities representing approximately 16.2% of the voting power with respect to the general election of directors of the Issuer.
(b)    Mr. Malone, and, to his knowledge, his wife, each have the sole power to vote, or to direct the voting of, their respective shares of Common Stock, including the shares of Common Stock held by Columbus. The Trusts hold 2,570 shares of Series A Common Stock and 9,178 shares of Series B Common Stock. Mr. Malone has no pecuniary interest in the shares held by the Trusts and disclaims beneficial ownership of such shares. To Mr. Malone’s knowledge, the Trusts have the sole power to vote and to dispose of, or to direct the voting or disposition of, the shares of Common Stock held by the Trusts. However, Mr. Malone may acquire shares held in the Trusts pursuant to his right of substitution.
(c)    Other than as reported in the Schedule 13D and this Amendment, neither Mr. Malone nor, to his knowledge, his wife or the Trusts, has executed any transactions in respect of the Common Stock within the last sixty days.
(d)    Not Applicable.
(e)    Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
The information contained in Item 6 of the Schedule 13D is supplemented by adding the following thereto:
The information contained in Item 4 of this Amendment is incorporated herein by reference.

5


Item 7. Material to be Filed as Exhibits.
The information contained in Item 7 of the Schedule 13D is amended and restated as follows:
7(a)
Stock Exchange Agreement, dated as of June 30, 2014, by and between William R. Fitzgerald and William R. Fitzgerald 2012 Irrevocable Trust, dated 12/6/12, on the one hand, and Columbus Holding LLC, on the other hand.
7(b)
Letter Agreement, dated as of June 30, 2014, among Mr. Malone, the Tracy M. Amonette Trust A, the Evan D. Malone Trust A and Mr. Fitzgerald.

6


SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: July 2, 2014
/s/ John C. Malone    
John C. Malone


7
EX-7.(A) 2 jcm13daexhibit7a.htm EXHIBIT JCM13DAExhibit7a

Exhibit 7(a)

STOCK EXCHANGE AGREEMENT
This Stock Exchange Agreement (the “Agreement”) is made this 30th day of June, 2014 (the “Effective Date”), by and between William R. Fitzgerald (“Bill”) and William R. Fitzgerald 2012 Irrevocable Trust, dated 12/6/12 (“WRF Trust”), on the one hand, and Columbus Holding LLC (“Columbus”), on the other hand.
1.Stock Exchange. On the Effective Date, Columbus shall sell, assign, transfer and deliver to WRF Trust 16,919 shares (the “First Columbus B Shares”) of Series B Common Stock (“Series B Common Stock”) of Ascent Capital Group, Inc. (the “Company”) owned beneficially and of record by Columbus, free and clear of all liens, in exchange for 18,611 shares of Series A Common Stock (“Series A Common Stock”) of the Company (the “WRF A Shares”) owned beneficially and of record by WRF Trust, which the WRF Trust shall sell, assign, transfer and deliver to Columbus, free and clear of all liens. Simultaneously, Columbus shall sell, assign, transfer and deliver to Bill 86,122 shares (the “Second Columbus B Shares” and together with the First Columbus B Shares, the “Columbus B Shares”) of Series B Common Stock owned beneficially and of record by Columbus, free and clear of all liens, in exchange for 94,734 shares of Series A Common Stock (the “Fitzgerald A Shares”) owned beneficially and of record by Bill, which Bill shall sell, assign, transfer and deliver to Columbus, free and clear of all liens. For the avoidance of doubt, all of the foregoing share exchanges are occurring simultaneously. On the Effective Date, Columbus, WRF Trust and Bill will deliver appropriate documents and instructions as are required by the Company’s transfer agent to transfer the First Columbus B Shares to WRF Trust, to transfer the Second Columbus B Shares to Bill and to transfer simultaneously the WRF A Shares and the Fitzgerald A Shares to Columbus. Each of the exchanges of Series B Common Stock for Series A Common Stock being consummated pursuant to this Agreement are intended to qualify, for United States federal income tax purposes, as a tax-free exchange pursuant to Section 1036(a) of the Internal Revenue Code of 1986, as amended.
2.    Restricted Stock. (a) Columbus acknowledges that since the WRF A Shares and the Fitzgerald A Shares are not being transferred to Columbus pursuant to a registration statement, the transfer of the WRF A Shares and the Fitzgerald A Shares pursuant to this Agreement is intended to be exempt from registration in reliance upon federal and state exemptions for transactions not involving a public offering. Columbus is acquiring the WRF A Shares and the Fitzgerald A Shares for its own account, for investment purposes only, and not with a view to the public resale or distribution thereof in violation of any federal, state or foreign securities law. Columbus acknowledges that the WRF A Shares and the Fitzgerald A Shares must be held indefinitely unless a subsequent disposition thereof is registered or qualified under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and applicable state securities laws (if any) or unless an exemption from such registration or qualification is

1



available. Columbus is an “accredited investor” (as that term is defined in Rule 501 of Regulation D under the Securities Act).
(b)    Each of WRF Trust and Bill acknowledges that since the Columbus B Shares are not being transferred to WRF Trust and Bill pursuant to a registration statement, the transfer of the Columbus B Shares pursuant to this Agreement is intended to be exempt from registration in reliance upon federal and state exemptions for transactions not involving a public offering. Each of WRF Trust and Bill is acquiring the Columbus B Shares for its or his own account, for investment purposes only, and not with a view to the public resale or distribution thereof in violation of any federal, state or foreign securities law. Each of WRF Trust and Bill acknowledges that the Columbus B Shares must be held indefinitely unless a subsequent disposition thereof is registered or qualified under the Securities Act and applicable state securities laws (if any) or unless an exemption from such registration or qualification is available. Each of WRF Trust and Bill is an “accredited investor” (as that term is defined in Rule 501 of Regulation D under the Securities Act).
3.    Governing Law. This Agreement will be construed in accordance with and governed by the internal laws of the State of Colorado (without reference to its rules as to conflicts of laws).
4.    Counterparts. This Agreement may be executed in any number of counterparts, all of which counterparts taken together shall constitute one and the same instrument. A party may deliver its signature by facsimile or other electronic means, which will have the same force and effect as an original signature.
[Signature page follows]

2




IN WITNESS WHEREOF, the parties have caused this Agreement to be duly authorized, executed and delivered as of the Effective Date.
COLUMBUS HOLDING LLC
    

By: /s/ John C. Malone            
John C. Malone, Member

WILLIAM R. FITZGERALD 2012 IRREVOCABLE TRUST


By: /s/ Paula Fitzgerald            
Paula Fitzgerald, Trustee


/s/ William R. Fitzgerald            
William R. Fitzgerald

3

EX-7.(B) 3 jcm13daexhibit7b.htm EXHIBIT JCM13DAExhibit7b
Exhibit 7(b)

June 30, 2014
Mr. William R. Fitzgerald
c/o Ascent Capital Group, Inc.
5251 DTC Parkway, Suite 1000
Greenwood Village, CO 80111
Dear Bill:
In recognition of your successful tenure with Ascent Capital Group, Inc., I (“John”), on behalf of myself and Columbus Holding LLC (“Columbus”), and the Trusts (as defined below) wish to grant to you the purchase rights described in this letter. This letter sets forth the terms of our agreement with respect to certain shares of common stock of Ascent Capital Group, Inc. (the “Company”).
1.Share Exchange Rights. In connection with the execution and delivery of this letter, you (“Bill”), the William R. Fitzgerald 2012 Irrevocable Trust and Columbus are executing and delivering a Stock Exchange Agreement (the “2014 Share Exchange”) made this 30th day of June, 2014 pursuant to which the parties thereto have agreed to exchange the Columbus B Shares for the WRF A Shares and the Fitzgerald A Shares (as such terms are defined in the 2014 Share Exchange). In addition to the 2014 Share Exchange, during the Term set forth in Section 3, each of (i) John agrees that he will, and will cause Columbus (to the extent that he has the power to do so) to, and (ii) the Trusts agree to, exchange (each such exchange a “Share Exchange”), an aggregate of up to 246,647 shares of Series B Common Stock of the Company (“B Shares”) (which amount (x) reflects the number of B Shares held by John, Columbus and the Trusts after giving effect to the transfer of 103,041 B Shares pursuant to the 2014 Share Exchange and (y) excludes the 2,046 B Shares held by Leslie Malone) for Series A Common Stock of the Company (“A Shares”) offered by Bill for exchange from time to time at an exchange ratio of one B Share for each 1.1 A Shares. For purposes of this letter, the Tracy M. Neal Trust A a/k/a the Tracy M. Amonette Trust A and the Evan D. Malone Trust A are referred to as the “Trusts.”
2.    Timing of Exchanges. Each Share Exchange shall be made pursuant to an agreement substantially in the form of the agreement for the 2014 Share Exchange, with such changes thereto as are appropriate under the circumstances. John and Bill agree that each Share Exchange will occur at a time that does not result in liability of John or Bill to the Company, or recovery by the Company from John or Bill, pursuant to Section 16 of the Securities Exchange Act of 1934, as amended.
3.    Term. The rights granted under this agreement will continue in effect until the earlier of (i) December 31, 2018 or (ii) the date on which the parties agree to terminate this agreement.
4.    Restriction on Transfer. During the Term, the Trusts and John will not, and John will cause Columbus not to (to the extent that he has the power to do so), transfer any B Shares (i) unless in compliance with the provisions of Section 5 or (ii) in the case of John, except to Leslie Malone, any marital trust for her benefit, or any charitable organization under John’s control (provided, that any charitable organization originally formed by John and/or with members of his immediate family (or trusts for their benefit) will be deemed to be under John’s



control for this purpose), so long as such transferee pursuant to this clause (ii) agrees in writing to be bound by, and assume all of John’s obligations under this agreement (such transferee pursuant to this clause (ii) a “Permitted Transferee”). The foregoing restriction on transferring B Shares will not affect John’s right to substitute assets in the Trusts; provided, however, that any B Shares transferred to John from the Trusts will be subject to the provisions of this Agreement. Prior to the expiration of the Term, none of John, the Trusts or any Permitted Transferee that own B Shares will convert B Shares into A Shares, and John will cause Columbus not to convert B Shares into A Shares (to the extent that he has the power to do so).
5.    Purchase Rights. During the Term, if John, Columbus, the Trusts or any Permitted Transferee proposes to transfer any B Shares (including in response to an unsolicited offer) to a third party, John (on behalf of himself and/or Columbus, as applicable), the Trusts or any Permitted Transferee will first notify you and enter into exclusive negotiations to seek to agree on mutually acceptable terms for your purchase of such B Shares. If the parties cannot come to an agreement within 60 days from notice to you, John, Columbus, the Trusts or such Permitted Transferee may then enter into negotiations for the transfer of such B Shares to any other person; provided, that, at least 30 days before entering into an agreement for the transfer of such B Shares, John (on behalf of himself and/or Columbus, as applicable), the Trusts or such Permitted Transferee will notify you of the proposed agreement, including the terms thereof, and you will have the exclusive right, for a period of 60 days from the date of notice to you, to purchase such B Shares at an all-cash price, or for other consideration comparable to the offer you are matching, which is financially at least as favorable to John, Columbus, the Trusts or such Permitted Transferee. If you do not purchase such B Shares pursuant to this right, upon the transfer of such B Shares, you will not have any further rights under this agreement with respect to, including any further rights to purchase, such B Shares.
You acknowledge that the provisions of this agreement will not be applicable to any merger or other business combination transaction in which the Company is acquired by a third party.
[Signature page follows]



This letter will be construed in accordance with and governed by the internal laws of the State of Colorado (without reference to its rules as to conflicts of laws). Upon your signing and returning a copy of this letter to John, it will be a binding agreement under Colorado law and enforceable by the parties hereto and their respective estates, heirs, distributees, successors and permitted assigns. No party may assign its rights or obligations hereunder without the prior written consent of the other parties. This letter may be executed in any number of counterparts, all of which counterparts taken together shall constitute one and the same instrument. A party may deliver its signature by facsimile or other electronic means, which will have the same force and effect as an original signature.
Sincerely,
/s/ John C. Malone                    
John C. Malone
TRACY M. NEAL TRUST A
/s/ David Thomas III                    
By: David Thomas III, Trustee

EVAN D. MALONE TRUST A

/s/ David Thomas III                    
By: David Thomas III, Trustee

Agreed:                    
/s/ William R. Fitzgerald                
William R. Fitzgerald