Under the Securities Exchange Act of 1934
(Amendment No. 4)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Numbers)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(Date of Events Which Require 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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o

Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

*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 (the “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).

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(1)  Includes (i) 26,833 shares of Series A Common Stock and 2,046 shares of Series B Common Stock held by Mr. Malone’s wife, Mrs. Leslie Malone, as to which shares Mr. Malone has disclaimed beneficial ownership and (ii) 248,266 shares of Series B Common Stock held by Columbus Holding LLC (“Columbus”), which is owned by Mr. Malone and his wife.

(2) Includes 16 and 55,317 shares of Series A Common Stock held by two trusts with respect to which Mr. Malone is the sole trustee and, with his wife, retains a unitrust interest in the trusts.

(3)  Does not include shares of Series A Common Stock issuable upon conversion of shares of Series B Common Stock owned by Mr. Malone, his wife or Columbus; however, if such shares of Series B Common Stock were converted and the corresponding shares of Series A Common Stock were included, Mr. Malone would have sole voting and dispositive power over 539,775 shares of Series A Common Stock, and the percent of Series A Common Stock, as a series, represented by Mr. Malone’s beneficial ownership would be approximately 4.0%, in each case subject to the relevant footnotes set forth herein.

(4)  Includes 4,372 shares of Series A Common Stock that may be acquired upon exercise of stock options exercisable within 60 days after October 25, 2013.

(5)  Includes 2,570 shares of Series A Common Stock and 9,178 shares of Series B Common Stock held by two trusts (the “Trusts”) managed by an independent trustee, of which the beneficiaries are Mr. Malone’s adult children.  Mr. Malone has no pecuniary interest in the trusts, but he retains the right to substitute the assets held by the trusts.  Mr. Malone disclaims beneficial ownership of such shares.

(6)  As of July 26, 2013, the Issuer had 13,395,906 shares of Series A Common Stock and 384,771 shares of Series B Common Stock outstanding, adjusted pro forma for the Reporting Person’s sale of 351,734 shares of Series B Common Stock to the Issuer pursuant to a Stock Purchase Agreement by and between Columbus and the Issuer, dated October 25, 2013.  Each share of Series B Common Stock is convertible, at the option of the holder, into one share of Series A Common Stock.  Each share of Series A Common Stock is entitled to one vote, whereas each share of Series B Common Stock is entitled to ten votes.  Accordingly, Mr. Malone may be deemed to beneficially own voting equity securities representing approximately 21.6% of the voting power with respect to the general election of directors of the Issuer based on the number of shares outstanding specified above and calculated pursuant to Rule 13d-3 of the Exchange Act.  See Item 5.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 4)

Statement of

JOHN C. MALONE

Pursuant to Section 13(d) of the Securities Exchange Act of 1934

in respect of

ASCENT CAPITAL GROUP, INC.

(formerly known as Ascent Media Corporation)

This Amendment No. 4 to Schedule 13D (this “Amendment”) amends the statement on Schedule 13D originally filed by John C. Malone (“Mr. Malone” or the “Reporting Person”) with the Securities and Exchange Commission (“SEC”) on September 26, 2008, as amended by Amendment No. 1 filed with the SEC by Mr. Malone on January 28, 2010, by Amendment No. 2 filed with the SEC by Mr. Malone on November 15, 2012 and by Amendment No. 3 filed with the SEC by Mr. Malone on January 9, 2013 (collectively, the “Schedule 13D”), and relates to the Series A Common Stock, par value $0.01 per share (the “Series A Common Stock”), and the Series B Common Stock, par value $0.01 per share (the “Series B Common Stock” and, together with the Series A Common Stock, the “Common Stock”), of Ascent Capital Group, Inc., formerly known as Ascent Media Corporation, a Delaware corporation (the “Issuer”).  Capitalized terms not defined herein have the meanings given to such terms in the Schedule 13D.

Item 4.                                 Purpose of the Transaction.

The information contained in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:

Pursuant to a Stock Purchase Agreement, dated as of October 25, 2013, by and between Columbus Holding LLC and the Issuer (the “Stock Purchase Agreement”), Mr. Malone sold 351,734 shares of Series B Common Stock in a private transaction with the Issuer at a price of $93.00 per share, which represents a negotiated price based on a 10% premium to the volume weighted average trading prices of the Series A Common Stock during the weeks leading up to the sale.  Also pursuant to the Stock Purchase Agreement, the Issuer agreed to (i) pay all of Mr. Malone’s expenses and (ii) indemnify Mr. Malone for any and all claims, in each case, in connection with the sale.

Other than as provided in the Schedule 13D, Mr. Malone does not have any plans or proposals that relate to or would result in any of the actions set forth in clauses (a) through (j) of Item 4.

Notwithstanding the foregoing, Mr. Malone 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 shares of Common Stock in open market or privately negotiated transactions or pursuant to the exercise of stock options or (ii) to dispose of all or a portion of his holdings of shares of Common Stock.  In reaching any determination as to his further course of action, Mr. Malone will take into consideration various factors, such as the Issuer’s business and prospects, other developments concerning the Issuer, other business opportunities available to Mr. Malone, estate planning considerations and general economic and stock market conditions, including, but not limited to, the market price of the Series A Common Stock.

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Item 5.                                 Interest in Securities of the Issuer.

The information contained in Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a)                                 Mr. Malone beneficially owns (without giving effect to the conversion of Series B Common Stock into Series A Common Stock) (i) 199,789 shares of Series A Common Stock (including (A) 26,833 shares held by his wife as to which he disclaims beneficial ownership; (B) 16 and 55,317 shares held by two trusts with respect to which Mr. Malone is the sole trustee and, with his wife, retains a unitrust interest; (C) 2,570 shares held by the Trusts as to which he disclaims beneficial ownership; and (D) 4,372 shares that may be acquired within 60 days after October 25, 2013 pursuant to stock options), which represent approximately 1.5% of the outstanding shares of Series A Common Stock; and (ii) 351,734 shares of Series B Common Stock (including (A) 2,046 shares held by his wife as to which he disclaims beneficial ownership, (B) 248,266 shares held by Columbus and (C) 9,178 shares held by the Trusts as to which he disclaims beneficial ownership), which represent approximately 91.4% of the outstanding shares of Series B Common Stock.  The foregoing percentage interests are based on (1) 13,395,906 shares of Series A Common Stock and 384,771 shares of Series B Common Stock outstanding, adjusted pro forma for the transactions contemplated by the Stock Purchase Agreement, in each case outstanding as of July 26, 2013, and (2) as required by Rule 13d-3 under the Exchange Act, the exercise of all rights to acquire shares of Common Stock held by Mr. Malone and exercisable within 60 days after October 25, 2013. Accordingly, Mr. Malone may be deemed to beneficially own voting equity securities representing approximately 21.6% of the voting power with respect to the general election of directors of the Issuer.

(b)                                 Mr. Malone, and, to his knowledge, his wife, each have the sole power to vote, or to direct the voting of, their respective shares of Common Stock, including the shares of Common Stock held by Columbus.  The Trusts hold 2,570 shares of Series A Common Stock and 9,178 shares of Series B Common Stock. Mr. Malone has no pecuniary interest in the shares held by the Trusts and disclaims beneficial ownership of such shares.  To Mr. Malone’s knowledge, the Trusts have the sole power to vote and to dispose of, or to direct the voting or disposition of, the shares of Common Stock held by the Trusts. However, Mr. Malone may acquire shares held in the Trust pursuant to his right of substitution.

(c)                                  Other than as reported in the Schedule 13D, neither Mr. Malone nor, to his knowledge, his wife or the Trusts, has executed any transactions in respect of the Common Stock within the last sixty days.

(d)                                 Not Applicable.

(e)                                  Not Applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information contained in Item 6 of the Schedule 13D is supplemented by adding the following thereto:

The information contained in Item 4 of this Amendment is incorporated herein by reference.

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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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