Ascent Capital Group Inc. (NASDAQ:ASCMA): Ahmet Okumus’ Okumus Fund Management filed an amended 13D.
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You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Okumus Fund Management Ltd | 0 | 1,027,394 | 0 | 1,027,394 | 1,027,394 | 8.6% |
| Okumus Opportunistic Value Fund, Ltd | 0 | 1,027,394 | 0 | 1,027,394 | 1,027,394 | 8.6% |
| Ahmet H. Okumus | 0 | 1,027,394 | 0 | 1,027,394 | 1,027,394 | 8.6% |
Page 1 of 10 – SEC Filing
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE
13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
| Ascent Capital Group, Inc. |
| (Name of Issuer) |
| Series A Common Stock, $.01 par value |
| (Title of Class of Securities) |
| 043632108 |
| (CUSIP Number) |
| October 17, 2017 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
__________
*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
(“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).
Page 2 of 10 – SEC Filing
| CUSIP No. | 043632108 |
| 1. | NAME OF REPORTING PERSONS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Okumus Fund Management Ltd. | ||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |
| (a) [_] | ||
| (b) [_] | ||
| 3. | SEC USE ONLY | |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Cayman Islands | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | ||
| 5. | SOLE VOTING POWER | |
| 0 | ||
| 6. | SHARED VOTING POWER | |
| 1,027,394 | ||
| 7. | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 8. | SHARED DISPOSITIVE POWER | |
| 1,027,394 | ||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 1,027,394 | ||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| [_] | ||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 8.6% | ||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO | |
Page 3 of 10 – SEC Filing
| CUSIP No. | 043632108 |
| 1. | NAME OF REPORTING PERSONS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Okumus Opportunistic Value Fund, Ltd. | ||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |
| (a) [_] | ||
| (b) [_] | ||
| 3. | SEC USE ONLY | |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| British Virgin Islands | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | ||
| 5. | SOLE VOTING POWER | |
| 0 | ||
| 6. | SHARED VOTING POWER | |
| 1,027,394 | ||
| 7. | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 8. | SHARED DISPOSITIVE POWER | |
| 1,027,394 | ||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 1,027,394 | ||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| [_] | ||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 8.6% | ||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO | |
Page 4 of 10 – SEC Filing
| CUSIP No. | 043632108 |
| 1. | NAME OF REPORTING PERSONS | |
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| Ahmet H. Okumus | ||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |
| (a) [_] | ||
| (b) [_] | ||
| 3. | SEC USE ONLY | |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| Republic of Turkey | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | ||
| 5. | SOLE VOTING POWER | |
| 0 | ||
| 6. | SHARED VOTING POWER | |
| 1,027,394 | ||
| 7. | SOLE DISPOSITIVE POWER | |
| 0 | ||
| 8. | SHARED DISPOSITIVE POWER | |
| 1,027,394 | ||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 1,027,394 | ||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| [_] | ||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 8.6% | ||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN | |
Page 5 of 10 – SEC Filing
| CUSIP No. | 043632108 |
| Item 1. | (a). | Name of Issuer: | |
| Ascent Capital Group, Inc. |
| (b). | Address of issuer’s principal executive offices: | ||
| 5251 DTC Parkway, Suite 100 | |||
| Greenwood Village, Colorado 80111 United States of America |
| Item 2. | (a). | Name of person filing: | |
| Okumus Fund Management Ltd. Okumus Opportunistic Value Fund, Ltd. Ahmet H. Okumus |
| (b). | Address or principal business office or, if none, residence: | ||
| Okumus Fund Management Ltd. 767 Third Avenue, 35th Floor United States of America Okumus Opportunistic Value Fund, Ltd. Craigmuir Chambers VG 1110 Ahmet H. Okumus c/o Okumus Fund Management Ltd. 767 Third Avenue, 35th Floor New York, NY 10017 United States of America |
| (c). | Citizenship: | ||
| Okumus Fund Management Ltd. – Cayman Islands Okumus Opportunistic Value Fund, Ltd. – British Virgin Islands Ahmet H. Okumus – Republic of Turkey |
| (d). | Title of class of securities: | ||
| Series A Common Stock, $.01 par value |
| (e). | CUSIP No.: | ||
| 043632108 |
Page 6 of 10 – SEC Filing
| Item 3. | If This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a |
| (a) | [_] | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| (b) | [_] | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | [_] | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) | [_] | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| (e) | [_] | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | [_] | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | [_] | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| (h) | [_] | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813); |
| (i) | [_] | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | [_] | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
| (k) | [_] | Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
| Item 4. | Ownership. |
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
| (a) | Amount beneficially owned: | |
| Okumus Fund Management Ltd.: 1,027,394 Okumus Opportunistic Value Fund, Ltd.: Ahmet |
| (b) | Percent of class: | |
| Okumus Fund Management Ltd.: 8.6% Okumus Opportunistic Value Fund, Ltd.: 8.6% Ahmet H. Okumus: 8.6% |
| (c) | Number of shares as to which the person has:
|
Page 7 of 10 – SEC Filing
| Okumus Fund Management Ltd. |
| (i) | Sole power to vote or to direct the vote | 0 | , | ||
| (ii) | Shared power to vote or to direct the vote | 1,027,394 | , | ||
| (iii) | Sole power to dispose or to direct the disposition of | 0 | , | ||
| (iv) | Shared power to dispose or to direct the disposition of | 1,027,394 | . | ||
| Okumus Opportunistic Value Fund, Ltd. |
| (i) | Sole power to vote or to direct the vote | 0 | , | ||
| (ii) | Shared power to vote or to direct the vote | 1,027,394 | , | ||
| (iii) | Sole power to dispose or to direct the disposition of | 0 | , | ||
| (iv) | Shared power to dispose or to direct the disposition of | 1,027,394 | . | ||
| Ahmet H. Okumus |
| (i) | Sole power to vote or to direct the vote | 0 | , | ||
| (ii) | Shared power to vote or to direct the vote | 1,027,394 | , | ||
| (iii) | Sole power to dispose or to direct the disposition of | 0 | , | ||
| (iv) | Shared power to dispose or to direct the disposition of | 1,027,394 | . | ||
| Item 5. | Ownership of Five Percent or Less of a Class. |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [_]. | |
| N/A | |
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. |
| If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
N/A |
Page 8 of 10 – SEC Filing
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| If a parent holding company or control person
| |
| N/A | |
| Item 8. | Identification and Classification of Members of the Group. |
| If a group has filed this
| |
| N/A | |
| Item 9. | Notice of Dissolution of Group. |
| Notice of dissolution
| |
| N/A | |
| Item 10. | Certification. |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
Page 9 of 10 – SEC Filing
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.
| October 17, 2017 | ||
| (Date) | ||
| Okumus Fund Management Ltd.* | ||
| By: /s/ Ahmet H. Okumus | ||
| Name: Ahmet H. Okumus Title: President
| ||
| Okumus Opportunistic Value Fund, Ltd. | ||
| By: /s/ Ahmet H. Okumus | ||
| Name: Ahmet H. Okumus Title: Director
| ||
| Ahmet H. Okumus* | ||
| /s/ Ahmet H. Okumus | ||
* This Reporting Person disclaims beneficial ownership in the Series
A Common Stock, except to the extent of his or its pecuniary interest therein.
The original statement shall be signed by each
person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person
by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s
authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this
purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who
signs the statement shall be typed or printed beneath his signature.
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
Page 10 of 10 – SEC Filing
AGREEMENT
The undersigned agree
that this Amendment No. 4 to Schedule 13G dated October 17, 2017 relating to the Series A Common Stock, $.01 par value,
of Ascent Capital Group, Inc. shall be filed on behalf of the undersigned.
| October 17, 2017 | ||
| (Date) | ||
| Okumus Fund Management Ltd. | ||
| By: /s/ Ahmet H. Okumus | ||
| Name: Ahmet H. Okumus Title: President
| ||
| Okumus Opportunistic Value Fund, Ltd. | ||
| By: /s/ Ahmet H. Okumus | ||
| Name: Ahmet H. Okumus Title: Director
| ||
| Ahmet H. Okumus | ||
| /s/ Ahmet H. Okumus | ||
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