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)
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2. Issuer Name and Ticker or Trading Symbol
Ascent Capital Group, Inc. [ ASCMA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/07/2019 | ||||||||||||||||||||||||||
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 | ||||||
Series A Common Stock | 05/07/2019 | M | 20,381 | A | (1) | 32,100 | D | |||
Series A Common Stock | 05/07/2019 | D | 20,381 | D | $0.7007(2) | 11,719 | D | |||
Series A Common Stock | 05/07/2019 | M | 20,381 | A | (1) | 32,100 | D | |||
Series A Common Stock | 05/07/2019 | D | 20,381 | D | $0.7007(2) | 11,719 | D |
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 | ||||||||
Phantom Units | (1) | 05/07/2019 | M | 20,381 | (3) | (3) | Series A Common Stock | 20,381 | $0 | 40,761 | D | ||||
Phantom Units | (1) | 05/07/2019 | M | 20,381 | (4) | (4) | Series A Common Stock | 20,381 | $0 | 0 | D |
Explanation of Responses: |
1. Each phantom unit was the economic equivalent of one share of Ascent Capital Group, Inc.'s ("Ascent") Series A common stock. The phantom units were settled for cash. |
2. The price of the shares disposed of in this transaction was based on the five-day weighted average price of one share of Ascent's Series A common stock beginning on April 24, 2019, which was the 16th trading day following April 1, 2019, the filing date of Ascent's Annual Report on Form 10-K. The fair market value of the phantom units was paid to Mr. Graffam in cash. |
3. Vests in three equal annual installments beginning on March 29, 2019, subject to Mr. Graffam's employment with Ascent and Brinks Home Security ("BHS") on each vesting date. On the settlement date, which will be no later than fifteen days following the 20th trading day following the filing date of Ascent's Annual Report on Form 10-K in each relevant calendar year, the fair market value of the phantom units that vest shall be paid to Mr. Graffam in cash. |
4. Date Exercisable and Expiration Date are both May 7, 2019. |
Remarks: |
/s/ William E Niles, attorney-in-fact | 05/09/2019 | |
** 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. |