UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ICG COMMUNICATIONS, INC.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
449246 10 7
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(CUSIP Number)
J. Shelby Bryan
President and Chief Executive Officer
ICG Communications, Inc.
9605 E. Maroon Circle
P.O. Box 6742
Englewood, Colorado 80155-6742
(303) 572-5960
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
With Copies To:
Leonard Gubar, Esq.
Reid & Priest LLP
40 West 57th Street
New York, New York 10019
(212) 603-2000
November 30, 1996
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(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 which is the subject of
this Schedule 13D, and is filing this schedule because of
Rule 13d 1(b)(3) or (4), 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.
Page 1 of 5
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SCHEDULE 13D
CUSIP No. 449246 10 7 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS
J. Shelby Bryan
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS OO (See Item 3)
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5 CHECK BOX 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 of America
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7 SOLE VOTING POWER 1,662,500 shares (see Item 5)
NUMBER OF ------------------------------------------------------
SHARES 8 SHARED VOTING POWER N/A
BENEFICIALLY
OWNED BY ------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 1,662,500 shares
REPORTING (see Item 5)
PERSON WITH ------------------------------------------------------
10 SHARED DISPOSITIVE POWER N/A
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,662,500 shares (see Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
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14 TYPE OF REPORTING PERSON IN
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<PAGE>
Page 3 of 5 Pages
ITEM 1. SECURITY AND ISSUER
The title of the class of equity securities to which this
statement on Schedule 13D (the "Statement") relates is the common
stock, $.01 par value per share ("Common Stock"), of ICG
Communications, Inc., a Delaware corporation ("Company"). The
principal executive offices of the Company are located at 9605
East Maroon Circle, Englewood, Colorado 80155-6742.
ITEM 2. IDENTITY AND BACKGROUND
(a) The name of the person filing this Statement is J.
Shelby Bryan (the "Reporting Person").
(b) The Reporting Person's business address is 4265 San
Felipe, Suite 1413, Houston, Texas 77027.
(c) The Reporting Person's present principal occupation is
President and Chief Executive Officer of the Company. The
Reporting Person is also a director of the Company. The
Company's principal business is the provision of
telecommunications services and its address is as set forth in
Item 1.
(d) During the last five years, the Reporting Person has
not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, the Reporting Person has
not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding has been or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) The Reporting Person is a citizen of the United States
of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Person acquired beneficial ownership of
1,662,500 shares of Common Stock (for purposes of Rule 13d-3
under the Act) as a result of the vesting of certain options
("Options") to purchase such shares. The Options, which are
currently exercisable at the Reporting Person's sole discretion,
were granted to the Reporting Person under various Stock Option
Agreements between the Company and the Reporting Person in
connection with his employment by the Company.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person acquired beneficial ownership of
1,662,500 shares of Common Stock in connection with his
employment by the Company. The Reporting Person reserves the
right, in view of overall market conditions, his continued
evaluation of the business and prospects of the Company, his
continued employment by the Company and other factors, in open
market or private transactions, to: (i) acquire direct or
indirect beneficial ownership of additional shares of Common
Stock (either through the vesting of the Options or purchases),
(ii) to sell all or some of the Options or shares of Common
Stock, or (iii) to otherwise trade in shares of the Common Stock.
<PAGE>
Page 4 of 5 Pages
Although the Reporting Person has no plans or proposals
which relate to or would result in any transactions specified in
paragraphs (a) through (j) of this Item 4, the Reporting Person
may consider plans or proposals relating to or resulting in one
or more such transactions in the future depending upon factors
then existing, such as the market for the Common Stock, the
Company's then prospects, and other factors deemed relevant from
time to time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Reporting Person is the beneficial owner of an
aggregate 1,662,500 shares of Common Stock (all of
which are underlying currently exercisable options)
representing 5.1% of the total number of shares of
Common Stock outstanding (assuming the exercise in full
of the Options) on the date hereof.
(b) Assuming exercise in full of the Options, the Reporting
Person has the sole power to vote and/or dispose of
1,662,500 shares of Common Stock.
(c) None.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
<PAGE>
Page 5 of 5 Pages
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.
Date: December 9, 1996 \s\ J. Shelby Bryan
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(Signature)
J. Shelby Bryan
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(Name/Title)
