Ascent Capital Group, Inc.
Ascent Capital Group, Inc. (Form: 4, Received: 07/19/2017 17:12:59)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Okumus Fund Management Ltd.
2. Issuer Name and Ticker or Trading Symbol

Ascent Capital Group, Inc. [ ASCMA ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

767 THIRD AVENUE, 35TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

7/17/2017
(Street)

NEW YORK, NY 10017
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   7/17/2017     S    2000   D $17.1125   1235459   D   (1)  
Series A Common Stock   7/17/2017     S    2000   D $17.1125   1235459   I   See Footnote   (2)
Series A Common Stock   7/17/2017     S    2000   D $17.1125   1235459   I   See Footnote   (2)
Series A Common Stock   7/18/2017     S    200   D $17.3125   1235259   D   (1)  
Series A Common Stock   7/18/2017     S    200   D $17.3125   1235259   I   See Footnote   (2)
Series A Common Stock   7/18/2017     S    200   D $17.3125   1235259   I   See Footnote   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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

Explanation of Responses:
(1)  The reported securities are directly owned by Okumus Opportunistic Value Fund, Ltd.
(2)  The reported securities are directly owned by Okumus Opportunistic Value Fund, Ltd., a British Virgin Islands business company managed by Okumus Fund Management Ltd., and may be deemed to be indirectly beneficially owned by Okumus Fund Management Ltd. as the investment manager of Okumus Opportunistic Value Fund, Ltd. The reported securities may also be deemed to be indirectly beneficially owned by Ahmet H. Okumus as President of Okumus Fund Management Ltd. and Director of Okumus Opportunistic Value Fund, Ltd. Each of Okumus Fund Management Ltd. and Ahmet H. Okumus disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Okumus Fund Management Ltd.
767 THIRD AVENUE
35TH FLOOR
NEW YORK, NY 10017

X

Okumus Opportunistic Value Fund Ltd.
CRAIGMUIR CHAMBERS
P.O. BOX 71, ROAD TOWN
TORTOLA, D8 VG 1110

X

OKUMUS AHMET H
C/O OKUMUS FUND MANAGEMENT LTD.
767 THIRD AVENUE, 35TH FLOOR
NEW YORK, NY 10017

X


Signatures
Okumus Fund Management Ltd., By: /s/ Ahmet H. Okumus, President 7/19/2017
** Signature of Reporting Person Date

Okumus Opportunistic Value Fund, Ltd., By: /s/ Ahmet H. Okumus, Director 7/19/2017
** Signature of Reporting Person Date

/s/ Ahmet H. Okumus 7/19/2017
** 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).
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