SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.  )*
Liberty Interactive Corporation
(Name of Issuer)
Series A Liberty Ventures Common Stock, par value $0.01 per share
(Title of Class of Securities)
53071M880
(CUSIP Number)
December 31, 2012
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x	Rule 13d-1(b)
¨	Rule 13d-1(c)
¨	Rule 13d-1(d)
(Page 1 of 6 Pages)

 

 

1	NAME OF REPORTING PERSON JANA PARTNERS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 2,072,435
	6	SHARED VOTING POWER 0
	7	SOLE DISPOSITIVE POWER 2,072,435
	8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,072,435
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.93%
12	TYPE OF REPORTING PERSON IA

 

Item 1 (a).	NAME OF ISSUER
	Liberty Interactive Corporation

Item 1(b).	ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
	12300 Liberty Boulevard, Englewood, Colorado, 80112

Item 2 (a).	NAME OF PERSON FILING
	JANA Partners LLC

Item 2(b).	ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
	767 Fifth Avenue, 8th Floor, New York, NY 10153

Item 2(c).	CITIZENSHIP
	This Statement is filed by JANA Partners LLC, a Delaware limited liability company.  JANA Partners LLC is a private money management firm which holds the Common Stock (as defined in Item 2(d) below) in various accounts under its management and control.  The principal owner of JANA Partners LLC, Barry Rosenstein, is a U.S. citizens.

Item 2(d).	TITLE OF CLASS OF SECURITIES
	Series A Liberty Ventures Common Stock, par value $0.01 per share (the "Common Stock")

Item 2(e).	CUSIP NUMBER
	53071M880

Item 3.

IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

	(a)	¨	Broker or dealer registered under Section 15 of the Act;
	(b)	¨	Bank as defined in Section 3(a)(6) of the Act;
	(c)	¨	Insurance company as defined in Section 3(a)(19) of the Act;
	(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940;
	(e)	x	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
	(f)	¨	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

	(g)	¨	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
	(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
	(i)	¨	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
	(j)	¨	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
	(k)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:  ________________________________

Item 4.

OWNERSHIP

	(a)	Amount beneficially owned: 2,072,435
	(b)	Percent of Class: 5.93%
	(c)	Number of shares as to which JANA Partners LLC has:
		(i)	Sole power to vote or to direct the vote:  2,072,435
		(ii)	Shared power to vote or to direct the vote:  0
		(iii)	Sole power to dispose or to direct the disposition:  2,072,435
		(iv)	Shared power to dispose or to direct the disposition of:  0

Item 5.	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
	Not Applicable.

Item 6.	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
	Not Applicable.

 

 

Item 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
	Not Applicable.

Item 8.	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
	Not Applicable.

Item 9.	NOTICE OF DISSOLUTION OF GROUP
	Not Applicable.

Item 10.

CERTIFICATION

	Each of the Reporting Persons hereby makes the following certification:
	By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

JANA PARTNERS LLC
/s/ Jennifer Fanjiang
Name:          Jennifer Fanjiang
Title:           General Counsel