Form SCHEDULE 13D/A Liberty Latin America Filed by: Nair Balan
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Liberty Latin America Ltd. (Name of Issuer) |
Class A common shares, par value $0.01 per share (Title of Class of Securities) |
(CUSIP Number) |
Balan Nair c/o Liberty Latin America Ltd., 1550 Wewatta Street, Suite 810 Denver, CO, 80202 3039256000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/27/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Nair Balan | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
712,808.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
1.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note (1) to Rows 7, 9 and 11: Includes Class A common shares issuable upon conversion of 561,563 Class B common shares held by Balan Nair (the "Reporting Person" or "Mr. Nair") on the Filing Date. Each Class B common share is convertible, at the option of the holder, into one Class A common share.
Note (2) to Rows 7, 9 and 11: Includes 151,152 Class A common shares that may be acquired upon exercise of vested share appreciation rights to acquire Class A common shares, all of which have an exercise price that exceeded the closing market price of Class A common shares on the date of filing of this Amendment No. 2 to Schedule 13D (the "Filing Date"). Excludes 2,179,010 share appreciation rights to acquire Class A common shares held by Mr. Nair on the Filing Date, all of which have an exercise price that exceeded the closing market price of Class A common shares on the Filing Date.
Note (3) to Rows 7, 9 and 11: Based upon approximately 38.9 million Class A common shares and 2.4 million Class B common shares, in each case, outstanding as of January 31, 2026, as reported by the Issuer in its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 18, 2026, and, as required by Rule 13d-3 under the Securities Exchange Act of the 1934, as amended, and the exercise of all vested, in-the-money share appreciation rights to acquire Class A common shares held by the Reporting Personas of the Filing Date.
Note (4) to Row 13: Each Class A common share is entitled to one vote, whereas each Class B common share is entitled to ten votes. Accordingly, in the election of directors of the Issuer, the Reporting Person may be deemed to beneficially own voting equity securities representing approximately 9.2% of the voting power of the Issuer, based on the number of shares outstanding specified above in Note 3 and assuming that the Reporting Person has not converted any of his Class B common shares into Class A common shares.
SCHEDULE 13D
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| 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. 2 to Schedule 13D (this "Amendment") amends and supplements the Statement on Schedule 13D originally filed by Balan Nair (the "Reporting Person" or "Mr. Nair") with the Securities and Exchange Commission (the "SEC") on February 27, 2023 (the "Original Statement"), as amended by Amendment No. 1 thereto filed by Mr. Nair with the SEC on March 14, 2024 (together with the Original Statement and the Amendment, the "Schedule 13D"), and relates to (i) the Liberty Latin America 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 Liberty Latin America 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 Mr. Nair to report his disposition on March 27, 2026 of beneficial ownership of 1,363,080 Class A common shares and his acquisition of 132,813 Class B common shares on March 30, 2026 in connection with the vesting of Class B common share performance share units. Except as set forth herein, the Schedule 13D is unmodified. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Statement is hereby amended and supplemented to include the following information:
On March 15, 2026, Mr. Nair vested in 216,121 Class A common shares upon vesting of time-vesting RSUs that were granted in 2023, 2024 and 2025 pursuant to compensatory arrangements with the Issuer.
On March 27, 2026, Mr. Nair surrendered 1,363,080 Class A common shares to the Issuer and received 1,300,243 Class C common shares in exchange therefor. In addition, on March 30, 2026, the compensation committee approved vesting of 132,813 Class B common share PSUs that remained outstanding from the final tranche of his Sign-on LILAB Award and for which the compensation committee conditioned vesting on the achievement of 2025 performance goals. Vesting of the 23,437 Class B common share PSUs that remain outstanding from the Sign-on LILAB Award will be conditioned on the achievement of 2026 performance goals to be determined by the compensation committee at a later date. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Mr. Nair may be deemed to beneficially own Class A common shares and Class B common shares of the Issuer as follows: Actual ownership: 93 Class A common shares (or 0% of the class) and 561,563 Class B common shares (or 22.2% of the class) (1). Deemed Beneficial Ownership: 712,808 Class A common shares (or 1.8% of the class) (2)(3)(4); and 561,563 Class B common shares or (22.2% of the class) (3). (1) Based upon approximately 38.9 million Class A common shares and 2.4 million Class B common shares, in each case, outstanding as of January 31, 2026, as reported by the Issuer in its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 18, 2026. (2) Includes, as required by Rule 13d-3 under the Exchange Act, (a) 151,152 Class A common shares issuable upon exercise of 788,870 share appreciation rights to acquire Class A common sharesthat were vested as the date of filing of this Amendment No. 2 to Schedule 13D (the "Filing Date") (b) 561,563 Class A common shares issuable upon conversion of 561,563 Class B common shares held by Mr. Nair as of the Filing Date. (3) Each Class B common share is convertible, at the option of the holder, into one Class A common share. 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, Mr. Nair may be deemed to beneficially own voting equity securities representing approximately 9.1% of the voting power of the Issuer, based on the number of shares outstanding specified above and assuming that Mr. Nair has not converted any of his Class B common shares into Class A common shares. (4) Excludes 2,179,010 share appreciation rights to acquire Class A common shares held by Mr. Nair on the Filing Date, all of which have an exercise price that exceeded the closing market price of Class A common shares on the Filing Date. | |
| (b) | Mr. Nair has the sole power to vote and to dispose of, or to direct the voting or disposition of, his common shares of the Issuer. | |
| (c) | See Item 3 above, which is incorporated herein by reference. Other than as described herein, the Reporting Person has not effected any transactions in the Issuer's common shares during the past sixty days. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
On March 27, 2026, the Issuer entered into an exchange agreement with Mr. Nair pursuant to which he agreed to exchange 1,363,080 Class A common shares, for 1,300,243 Class C common shares of the Issuer (the "LILAK Share Exchange"). The LILAK Share Exchange is exempt pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended, and closed on March 27, 2026. Mr. Nair continues to support the long-term business strategy of the Issuer, but desired to effect the LILAK Exchange for tax planning purposes in light of certain requirements imposed by the Net Controlled Foreign Corporation Tested Income regime. This regime imposes certain additional taxes on the foreign earnings of U.S. shareholders of certain foreign corporations in the event that the voting power held by such shareholder exceeds 10% of the issued and outstanding shares of the Issuer. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exchange Agreement between the Issuer and the Reporting Person, dated March 27, 2026. | ||
| 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.
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ATTACHMENTS / EXHIBITS