Ascent Capital Group, Inc.
Ascent Capital Group, Inc. (Form: 3/A, Received: 12/13/2017 16:54:33)
FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *

Brigade Leveraged Capital Structures Fund Ltd.

2. Date of Event Requiring Statement (MM/DD/YYYY)
11/6/2017 

3. Issuer Name and Ticker or Trading Symbol

Ascent Capital Group, Inc. [ASCMA]

(Last)        (First)        (Middle)

C/O INTERTRUST CORPORATE (CAYMAN) LTD, 190 ELGIN AVENUE, GEORGE TOWN

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

GRAND CAYMAN, E9 KY1-9007       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

11/16/2017 

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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
4.00% Convertible Senior Notes due 2020     (1)   (2) Series A Common Stock   41876   $102.80   (3) D    
4.00% Convertible Senior Notes due 2020     (1)   (2) Series A Common Stock   41876   $102.80   (3) I   See Footnote   (4)

Explanation of Responses:
(1)  The Convertible Senior Notes are currently exercisable.
(2)  The Convertible Senior Notes mature on July 15, 2020, subject to earlier repurchase or conversion in accordance with their terms.
(3)  The initial conversion rate will be 9.7272 shares of Series A Common Stock per $1,000 principal amount of notes, equivalent to an initial conversion price of approximately $102.80 per share of Series A Common Stock.
(4)  The reported securities are directly owned by Brigade Leveraged Capital Structures Fund Ltd. (the "Fund") and may be deemed beneficially owned by Brigade Capital Management, LP, the investment manager of the Fund, Brigade Capital Management GP, LLC, the general partner of Brigade Capital Management, LP, and Donald E. Morgan, III, the managing member of Brigade Capital Management GP, LLC, each a Reporting Person. Brigade Capital Management, LP, Brigade Capital Management GP, LLC and Mr. Morgan each disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed to be an admission that each Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Remarks:
This Form 3 is filed as an amendment in order to include the Convertible Senior Notes, which were inadvertently omitted on the Reporting Persons' original Form 3.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Brigade Leveraged Capital Structures Fund Ltd.
C/O INTERTRUST CORPORATE (CAYMAN) LTD
190 ELGIN AVENUE, GEORGE TOWN
GRAND CAYMAN, E9 KY1-9007

X

BRIGADE CAPITAL MANAGEMENT, LP
399 PARK AVENUE
16TH FLOOR
NEW YORK, NY 10022

X

MORGAN DONALD E III
C/O BRIGADE CAPITAL MANAGEMENT, LP
399 PARK AVENUE, 16TH FLOOR
NEW YORK, NY 10022

X

Brigade Capital Management GP, LLC
399 PARK AVENUE
16TH FLOOR
NEW YORK, NY 10022

X


Signatures
Brigade Leveraged Capital Structures Fund Ltd., By: /s/ Donald E. Morgan, III, Director 12/13/2017
** Signature of Reporting Person Date

Brigade Capital Management, LP, /s/ Donald E. Morgan, III, Managing Member of its General Partner 12/13/2017
** Signature of Reporting Person Date

/s/ Donald E. Morgan, III 12/13/2017
** Signature of Reporting Person Date

Brigade Capital Management GP, LLC, /s/ Donald E. Morgan, III, Managing Member 12/13/2017
** 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 5(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.
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