| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A common shares, par value $0.01 per share |
| (b) | Name of Issuer:
Liberty Latin America Ltd. |
| (c) | Address of Issuer's Principal Executive Offices:
1550 Wewatta Street, Suite 810, Denver,
COLORADO
, 80202. |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D (this "Amendment") amends and supplements the Statement on Schedule 13D originally filed by John C. Malone (the "Reporting Person" or "Dr. Malone") with the Securities and Exchange Commission (the "SEC") on January 8, 2018 (the "Original Statement", and together with the Amendment, the "Schedule 13D"), and relates to (i) the Class A common shares, par value $0.01 per share (the "Class A common shares"), of the Issuer, and (ii) pursuant to Rule 13d-3 under the Securities Exchange of 1934, as amended (the "Act"), the Class A common shares issuable upon conversion of the Class B common shares, par value $0.01 per share, of the Issuer (the "Class B common shares"). Capitalized terms used but not defined herein have the meanings given to such terms in the Schedule 13D. This Amendment is being filed by the Reporting Person to update the information included in Item 4. Except as set forth herein, the Schedule 13D is unmodified. |
| Item 2. | Identity and Background |
|
| (a) | The Reporting Person is John C. Malone, whose business address is c/o Liberty Latin America Ltd., 1550 Wewatta Street, Suite 810, Denver, CO 80202. Dr. Malone is a Director Emeritus of the Issuer. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | The information contained in Item 3 of the Original Statement is hereby amended and supplemented to include the following information:
On May 11, 2026, GCI Liberty, Inc. ("GCIL") announced that it had accepted the Reporting Person's offer to purchase GCIL's 6% equity interest in the Issuer, including 61,059 Class A common shares, for $8.63 per share in cash. The Reporting Person will use cash on hand for the acquisition. The Reporting Person and GCIL intend to complete the acquisition as soon as practicable. |
| Item 4. | Purpose of Transaction |
| | Item 4 of the Original Statement is hereby amended and supplemented to include the following information:
On May 11, 2026, GCIL announced that, following unexpected obstacles to completing a larger, more strategic transaction relating to the Issuer, the Reporting Person, GCIL's Chairman of the Board, has determined to terminate the discussions with GCIL that were announced by GCIL and the Issuer on May 6, 2026 regarding further acquisitions of his interests in the Issuer and has offered to acquire GCIL's 6% equity interest in the Issuer at the same price paid by GCIL last month. The GCIL Board of Directors has accepted this offer. The Reporting Person holds and has acquired the shares of Issuer described herein for investment purposes. Other than as described herein, the Reporting Person does not have any present plans or proposals which relate to or would result in: (i) any acquisition by any person of additional securities of the Issuer, or any disposition of securities of the Issuer; (ii) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (iii) any sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (iv) any change in the Board or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any vacancies on the Board; (v) any material change in the present capitalization or dividend policy of the Issuer; (vi) any other material change in the Issuer's business or corporate structure; (vii) any change in the Issuer's charter or bylaws or other actions which may impede the acquisition of control of the Issuer by any person; (viii) any delisting from a national securities exchange or any loss of authorization for quotation in an inter-dealer quotation system of a registered national securities association of a class of securities of the Issuer; (ix) any termination of registration pursuant to Section 12(g)(4) of the Act, of a class of equity securities of the Issuer; or (x) any action similar to any of those enumerated above. Notwithstanding the foregoing, the Reporting Person may determine to change his intentions with respect to the Issuer at any time in the future and may, for example, elect (i) to acquire additional securities of the Issuer or (ii) to dispose of all or a portion of his holdings of securities of the Issuer. In reaching any determination as to his future course of action, the Reporting Person may take into consideration various factors, such as the Issuer's business and prospects, other developments concerning the Issuer, other business opportunities available to the Reporting Person, tax and estate planning considerations, liquidity needs and general economic and stock market conditions, including, but not limited to, the market price of the Issuer's securities. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The Reporting Person beneficially owns 3,461,828 Class A common shares of the Issuer (including (i) 1,815,283 Class A common shares and 7,421 Class B common shares held by the Reporting Person, (ii) 49,729 Class A common shares and 742,148 Class B common shares held in a revocable trust (the "LM Revocable Trust") with respect to which the Reporting Person and his wife, Mrs. Leslie Malone ("Mrs. Malone") are trustees (Mrs. Malone has the right to revoke such trust at any time, and Mr. Malone disclaims beneficial ownership of the shares held by the LM Revocable Trust), (iii) 766,939 Class B common shares held by a trust (the "Malone Trust") with respect to which the Reporting Person is a co-trustee and, with his wife, retains a unitrust interest in the trust (the Reporting Person retains sole voting and dispositive power with respect to the common shares held by the Malone Trust), (iv) 11,108 Class B common shares held by a trust managed by an independent trustee and the Reporting Person's adult son, who is also the beneficiary of that trust, (v) 8,141 Class B common shares held by another trust managed by an independent trustee, of which the beneficiary is the Reporting Person's adult daughter (the trusts described in clauses (iv) and (v) together, the "Children's Trusts"), and (vi) 61,059 Class A common shares currently held by GCIL, of which the Reporting Person is the Chairman of the Board of Directors and beneficially owns voing shares representing approximately 53.7% of the voting power based on outstanding shares as of April 30, 2026, which the Reporting Person intends to acquire from GCIL), which represent approximately 8.8% of the outstanding shares of Class A common shares, calculated based upon the approximately 37.8 million Class A common shares and 2.5 million Class B common shares, in each case, outstanding as of April 30, 2026, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 7, 2026, and, as required by Rule 13d-3 under the Act. As each Class B common share is convertible, at the option of the holder, into one Class A common share, the aggregate number of Class A common shares reported as beneficially owned by the Reporting Person assumes conversion of the above Class B common shares into Class A common shares. Each Class A common share is entitled to one vote, whereas each Class B common share is entitled to ten votes. These two classes of shares generally vote together as a single class on all matters. Accordingly, in the election of directors of the Issuer, the Reporting Person may be deemed to beneficially own voting equity securities representing approximately 27.4% of the voting power of the Issuer, based on the number of shares outstanding specified above and assuming that the Reporting Person, the LM Revocable Trust, the Malone Trust and the Children's Trusts have not converted any of their respective Class B common shares into Class A common shares. |
| (b) | The Reporting Person, and, to his knowledge, the LM Revocable Trust each have the sole power to vote, or to direct the voting of, and the sole power to dispose of, or to direct the voting or disposition of, their respective common shares of the Issuer. The Reporting Person, in his capacity as a trustee of the Malone Trust, has the sole power to vote and dispose of the Class B common shares held by the Malone Trust. The Children's Trusts hold 19,249 Class B common shares. The Reporting Person has no pecuniary interest in and disclaims beneficial ownership of such shares (subject to his right of substitution). Other than with respect to the Reporting Person's rights to substitute assets held by the Children's Trusts, to the Reporting Person's knowledge, the Children's Trusts have the sole power to vote and to dispose of, or to direct the voting or disposition of, the shares held by the Children's Trusts. |
| (c) | Other than as decribed in this Amendment, none of the Reporting Person, nor, to his knowledge, the LM Revocable Trust, the Malone Trust or the Children's Trusts has effected any transactions in the Issuer's common shares during the past sixty days. |
