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TABLE OF CONTENTS

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As filed with the Securities and Exchange Commission on September 23, 2015

Registration No. 333-206698

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Liberty Interactive Corporation
(Exact name of registrant as specified in its charter)

12300 Liberty Blvd.
Englewood, Colorado 80112
(720) 875-5300
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Richard N. Baer, Esq.
Senior Vice President and General Counsel
Liberty Interactive Corporation
12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5300
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after this registration statement becomes effective and the other conditions to the consummation of the exchange offer described in the enclosed prospectus have been satisfied (or waived if permissible).

         If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

         If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

         If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

         Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

         If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

         The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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THE INFORMATION IN THIS PROSPECTUS/OFFER TO EXCHANGE MAY CHANGE. WE MAY NOT COMPLETE THE OFFER AND ISSUE THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS/OFFER TO EXCHANGE IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

PRELIMINARY PROSPECTUS/OFFER TO EXCHANGE, DATED SEPTEMBER 23, 2015

OFFER TO EXCHANGE

Each Outstanding Share of Class A Common Stock and Class B Common Stock of

zulily, inc.

for

$9.375 in Cash

and

0.3098 of a Share of Series A QVC Group Common Stock of

Liberty Interactive Corporation

(subject to adjustment as described herein)

made by

Mocha Merger Sub, Inc.,

a wholly owned subsidiary of Liberty Interactive Corporation

           THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT (ONE MINUTE AFTER 11:59 P.M.), EASTERN TIME, ON WEDNESDAY, SEPTEMBER 30, 2015, UNLESS THE OFFER IS EXTENDED.

           Pursuant to an Agreement and Plan of Reorganization, dated as of August 16, 2015 (as it may be amended from time to time, the "Reorganization Agreement"), by and among Liberty Interactive Corporation, a Delaware corporation ("Liberty Interactive"), Mocha Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Liberty Interactive ("Purchaser"), Ziggy Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned merger subsidiary of Liberty Interactive ("Merger Sub 2"), and zulily, inc., a Delaware corporation ("zulily"), Purchaser is offering to exchange each outstanding share of zulily Class A common stock, $0.0001 par value per share ("zulily Class A common stock"), and zulily Class B common stock, $0.0001 par value per share ("zulily Class B common stock" and together with the zulily Class A common stock, "zulily common stock"), for consideration (the "Offer Consideration") consisting of:

           $9.375 in cash, without interest, and

           0.3098 of a share of Series A QVC Group common stock of Liberty Interactive, par value $0.01 per share,

subject to the terms and conditions described in this prospectus/offer to exchange and the related letter of transmittal (which, together with any amendments or supplements hereto or thereto, together constitute the "Offer"). zulily stockholders who otherwise would be entitled to receive a fractional share of Series A QVC Group common stock will instead receive an amount in cash, without interest, rounded to the nearest cent, equal to the product of (i) the amount of such fraction multiplied by (ii) the volume weighted average closing sale price of one share of Series A QVC Group common stock as reported on the Nasdaq Global Select Market over the 10 consecutive trading day period ending on and including the second trading day prior to the date Purchaser accepts for payment (the "acceptance time") all shares of zulily common stock validly tendered and not validly withdrawn pursuant to the Offer.

           The Offer is the first step in Liberty Interactive's plan to acquire all of the outstanding equity interests of zulily. If the Offer is completed, then promptly after the acceptance time Liberty Interactive will consummate a merger of Purchaser with and into zulily (the "first merger"), with zulily surviving. We expect the first merger to occur on the same day as the acceptance time. The purpose of the first merger is for Liberty Interactive to acquire all of the shares of zulily common stock that it did not acquire in the Offer. In the first merger, each outstanding share of zulily common stock that Purchaser did not acquire in the Offer, other than those shares held by Liberty Interactive, Purchaser, Merger Sub 2 or zulily, or stockholders of zulily who properly demand appraisal in accordance with Delaware law (and who do not fail to perfect or otherwise effectively withdraw their demand or otherwise waive or lose their right to appraisal), will automatically be converted into the Offer Consideration. Immediately after the first merger, (i) zulily will become a wholly owned subsidiary of Liberty Interactive, and the former zulily stockholders will no longer have any direct ownership interest in zulily or its business and (ii) zulily will merge with and into Merger Sub 2, Liberty Interactive's wholly owned limited liability company (the "second merger"). Merger Sub 2 will survive and be renamed "zulily, llc." We refer to the first merger and the second merger together as the "mergers."

           The stock and cash components of the Offer Consideration are each subject to adjustment if the amount of cash payable to zulily stockholders who have properly demanded appraisal in accordance with Delaware law (and who have not effectively withdrawn their demand or waived or lost the right to appraisal prior to the acceptance time) could jeopardize the anticipated qualification of the Offer and the mergers, taken together, as a "reorganization" under the Code (as defined herein). See "The Offer—Possible Adjustment to Stock Consideration and Cash Consideration to Preserve Anticipated Tax Treatment."

           Purchaser's obligation to accept for exchange, and to exchange, shares of zulily common stock for the Offer Consideration is subject to a number of conditions, including that there shall have been validly tendered, and not validly withdrawn, into the Offer prior to the expiration time of the Offer a number of shares of zulily common stock which, when added to any shares of zulily common stock already owned by Purchaser, would represent at least a majority of the voting power of (i) the aggregate voting power of the shares of zulily common stock outstanding immediately after the consummation of the Offer (for the avoidance of doubt, assuming the zulily Class B common stock validly tendered and not validly withdrawn will convert to zulily Class A common stock at the time of the consummation of the Offer), plus (ii) the aggregate voting power of the shares of zulily common stock issuable to holders of options issued by zulily from which zulily has received notices of exercise prior to the consummation of the Offer but which have not yet been issued to such holders (we refer to this condition as the "Minimum Tender Condition"). See "The Offer—Conditions to the Offer" for all of the conditions to the Offer. No guaranteed delivery procedures or subsequent offering period will be made available in connection with the Offer.

           See "Risk Factors" beginning on page 15 of this prospectus/offer to exchange for a discussion of certain factors that you should consider in connection with the offer to exchange your shares of zulily common stock for the Offer Consideration.

           Series A QVC Group common stock is traded on the Nasdaq Global Select Market under the symbol "QVCA" and zulily Class A common stock is traded on the Nasdaq Global Select Market under the symbol "ZU." There is no trading market for the shares of zulily Class B common stock, which convert, on a one-for-one basis, into shares of zulily Class A common stock at the election of the holder or, generally, if transferred by the holder to a third party. You are encouraged to obtain current market quotations for Series A QVC Group common stock and zulily Class A common stock in connection with your decision whether to tender your shares for exchange. Please carefully review this entire prospectus/offer to exchange, including the Reorganization Agreement included as Annex A herein.

           Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus/offer to exchange. Any representation to the contrary is a criminal offense.

The date of this Preliminary Prospectus/Offer to Exchange is September 23, 2015.

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        On August 16, 2015, the zulily board of directors (i) unanimously (with the exception of one director, who recused himself from the vote) determined that the terms of the Reorganization Agreement and the transactions contemplated thereby, including the Offer and the first merger, are advisable, fair to, and in the best interests of, zulily and its stockholders; (ii) determined that it is in the best interests of zulily and its stockholders, and declared it advisable to enter into the Reorganization Agreement; (iii) approved the execution and delivery by zulily of the Reorganization Agreement, the performance by zulily of its covenants and agreements contained therein and the consummation of the Offer, the mergers and the Transaction upon the terms and subject to the conditions contained therein; and (iv) resolved to recommend that the holders of shares of zulily common stock accept the Offer and tender their shares of zulily common stock to Purchaser pursuant to the Offer. The factors considered by the zulily board of directors in making the determinations and the recommendation described above are described in zulily's Solicitation/Recommendation Statement on Schedule 14D-9 (as amended and supplemented, the "Schedule 14D-9"), which has been filed with the SEC. The initial Schedule 14D-9 was mailed to zulily stockholders together with the preliminary prospectus/offer to exchange on or about September 1, 2015. zulily stockholders are encouraged to review carefully the Schedule 14D-9, together with this prospectus/offer to exchange.

IMPORTANT INFORMATION

        Purchaser is not asking you for a proxy and you are requested not to send Purchaser a proxy.    A zulily stockholder who desires to tender all or any portion of such stockholder's shares of zulily common stock to Purchaser in the Offer should either:

•

complete and sign the letter of transmittal (or a photocopy of it) for the Offer, which is enclosed with this prospectus/offer to exchange, in accordance with the instructions contained in the letter of transmittal (having such stockholder's signature on the letter of transmittal guaranteed if required by Instructions 1 and 5 to the letter of transmittal), mail or deliver the letter of transmittal (or a photocopy of it) and any other required documents to the depositary for the Offer, Computershare Trust Company, N.A. (the "Depositary"), which will serve as the exchange agent for the Offer, and either deliver the certificates representing such shares to the Depositary along with the letter of transmittal (or a photocopy of it) or tender such shares by book-entry transfer by following the procedures described under "The Offer—Procedures for Tendering Shares of zulily Common Stock in the Offer" beginning on page 35 of this prospectus/offer to exchange, in each case prior to the expiration time (as defined in this prospectus/offer to exchange) of the Offer; or



•

request such stockholder's broker, dealer, bank, trust company or other nominee to effect the transaction for such stockholder. Any zulily stockholder with shares of zulily common stock registered in the name of a broker, dealer, bank, trust company or other nominee must contact that institution in order to tender such shares to Purchaser in the Offer.

        We are not offering guaranteed delivery procedures in connection with the Offer.

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        Each of Liberty Interactive and zulily file annual, quarterly and current reports, proxy statements and other information with the SEC. This prospectus/offer to exchange incorporates important business and financial information about Liberty Interactive and zulily from documents that are filed with the

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SEC but are not included in or delivered with this document. See "Incorporation of Documents by Reference." This information is available to you without charge upon your written or oral request. You may read and copy any reports, statements or information that the companies file at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-732-0330 for further information on the Public Reference Room. Liberty Interactive's and zulily's SEC filings are also available to the public from commercial document retrieval services and at the Internet web site maintained by the SEC at www.sec.gov. You may also obtain copies of this information from Liberty Interactive's website, www.libertyinteractive.com, or by sending a request in writing to Investor Relations, Liberty Interactive Corporation, 12300 Liberty Boulevard, Englewood, Colorado 80112, Tel. No. (877) 772-1518, or from zulily's investor relations website, http://investor.zulily.com, as applicable. Information otherwise contained on Liberty Interactive's or zulily's respective websites does not constitute part of this prospectus/offer to exchange.

        You may also request copies of these documents from Purchaser, without charge, excluding all exhibits, unless Purchaser has specifically incorporated by reference an exhibit in this prospectus/offer to exchange. You may obtain documents incorporated by reference in this prospectus/offer to exchange by requesting them in writing or by telephone from Georgeson Inc. (the "Information Agent") at the address set forth below. You can also contact the Information Agent at its address and telephone number listed below for answers to your questions regarding the Offer and the mergers.

Georgeson Inc.
480 Washington Blvd., 26th Floor
Jersey City, NJ 07310

All Stockholders Call Toll-Free: (877) 507-1756

        In order to receive timely delivery of any SEC filings or other documents incorporated by reference, you must make your request no later than September 17, 2015. You should rely only on the information contained in, or incorporated by reference into, this prospectus/offer to exchange and the Schedule 14D-9 of zulily that has been mailed to you together with this prospectus/offer to exchange in deciding whether to tender your shares of zulily common stock in the Offer. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this prospectus/offer to exchange or the Schedule 14D-9. You should not assume that the information contained in, or incorporated by reference into, this prospectus/offer to exchange is accurate as of any date other than the date of this prospectus/offer to exchange.

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QUESTIONS AND ANSWERS REGARDING THE TRANSACTION

        For the purposes of this section, "Questions and Answers Regarding the Transaction," the terms "we" and "our" refer to Purchaser. The following are some of the questions you, as a zulily stockholder, may have about the Offer and the mergers and our answers to those questions. This section provides important and material information about the Offer and the mergers that is described in more detail elsewhere in this prospectus/offer to exchange, but this section and the "Summary" may not include all of the information about the Transaction (as defined herein) that is important to you. We urge you to carefully read the remainder of this prospectus/offer to exchange and the letter of transmittal for the Offer because the information in this section and the "Summary" is not complete. We have included cross-references in this section to other sections of this prospectus/offer to exchange to direct you to the sections of this prospectus/offer to exchange in which a more complete description of the topics covered in this section appear. In this prospectus/offer to exchange, we sometimes refer to the Offer and the mergers together as the "Transaction."

Who is offering to buy my zulily shares? (Page 84)

        Our name is Mocha Merger Sub, Inc., a Delaware corporation ("Purchaser"), and we are offering to buy your shares of Class A common stock, par value $0.0001 per share ("zulily Class A common stock"), and Class B common stock, par value $0.0001 per share ("zulily Class B common stock") of zulily, inc., a Delaware corporation ("zulily"). We refer to the zulily Class A common stock and the zulily Class B common stock together in this prospectus/offer to exchange as "zulily common stock." We are a recently-organized wholly owned subsidiary of Liberty Interactive, and we were formed for the sole purpose of making the Offer. The Offer is being made pursuant to the Agreement and Plan of Reorganization, dated as of August 16, 2015, by and among Liberty Interactive, Purchaser, Merger Sub 2, and zulily (as it may be amended from time to time, the "Reorganization Agreement").

        Liberty Interactive owns controlling and non-controlling interests in a broad range of video and online commerce companies. Those interests are attributed to two tracking stock groups: the QVC Group and the Ventures Group. Liberty Interactive has issued and outstanding two tracking stocks, the QVC Group common stock and the Ventures Group common stock, which are intended to reflect or "track" the economic performance of the businesses and assets attributed to the QVC Group and the Ventures Group, respectively, rather than the economic performance of Liberty Interactive as a whole. Liberty Interactive's largest business is QVC, Inc., which is a wholly owned subsidiary of Liberty Interactive and attributed to the QVC Group. QVC markets and sells a wide variety of consumer products in the United States and several foreign countries, primarily by means of its televised shopping programs and via the Internet through its domestic and international websites and mobile applications. If the Offer and the mergers are consummated, the business of zulily will be attributed to the QVC Group.

        Liberty Interactive attributes to its Ventures Group its entire or majority interests in consolidated subsidiaries which operate online commerce businesses in a broad range of retail categories. Liberty Interactive's principal executive offices are located at 12300 Liberty Boulevard, Englewood, Colorado 80112, and its telephone number is (720) 875-5300. See "Information Relating to Liberty Interactive and Purchaser."

Who is zulily? (Page 82)

        zulily is an online retailer offering customers a fresh selection of new product styles each day. zulily launched its website in January 2010 with the goal of revolutionizing the way moms shop, and in November 2013 completed its initial public offering. According to zulily's public filings, zulily today is one of the largest standalone e-commerce companies in the United States. Through its desktop and mobile websites and mobile applications (which it refers to as its "sites"), zulily offers its customers

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new and unique products at values they would likely not find elsewhere. zulily provides customers a fresh selection of product styles offered on a typical day through flash sales events, which are limited-time curated online sales of selected products launched each day on its sites. zulily's principal executive offices are located at 2601 Elliott Avenue, Suite 200, Seattle, Washington 98121, and its telephone number is (877) 779-5614. See "Information Relating to zulily."

How many shares of zulily common stock are you offering to purchase and how much are you offering to pay? (Page 32)

        We are making an offer to purchase all of the outstanding shares of zulily Class A common stock and zulily Class B common stock. We are offering to exchange, for each share of zulily common stock (regardless of class) that is validly tendered and not validly withdrawn prior to the expiration time (as defined below) of the Offer, consideration consisting of:

        $9.375 in cash, without interest and subject to any withholding of taxes required by applicable law (the "Cash Consideration"); and

        0.3098 of a share of Series A QVC Group common stock, par value $0.01 per share (the "Stock Consideration"),

subject to the terms and conditions described in this prospectus/offer to exchange and the related letter of transmittal (which, together with any amendments or supplements hereto or thereto, collectively constitute the "Offer"). We refer to the foregoing consideration as the "Offer Consideration." zulily stockholders who otherwise would be entitled to receive a fractional share of Series A QVC Group common stock will instead receive an amount in cash, without interest, rounded to the nearest cent, equal to the product of (i) the amount of such fraction multiplied by (ii) the volume weighted average closing sale price of one share of Series A QVC Group common stock as reported on the Nasdaq Global Select Market over the 10 consecutive trading day period ending on and including the second trading day prior to the date Purchaser accepts for payment (the "acceptance time") all shares of zulily common stock validly tendered and not validly withdrawn pursuant to the Offer.

        The Cash Consideration and Stock Consideration are each subject to adjustment if the amount of cash payable to zulily stockholders who have properly demanded appraisal in accordance with Delaware law (and who have not effectively withdrawn their demand or otherwise waived or lost the right to appraisal prior to the acceptance time) could jeopardize the anticipated qualification of the Offer and the mergers, taken together, as a "reorganization" under the Internal Revenue Code of 1986, as amended (the "Code"). See "The Offer—Possible Adjustment to Stock Consideration and Cash Consideration to Preserve Anticipated Tax Treatment."

        If, from the date of the Reorganization Agreement until the earlier of (i) the first effective time (as defined herein) or (ii) the termination of the Reorganization Agreement in accordance with its terms, the outstanding shares of zulily common stock or Series A QVC Group common stock is changed into a different number of shares or a different class by reason of any reclassification, stock split (including a reverse stock split), recapitalization, split-up, combination, exchange of shares, readjustment or other similar transaction, or a stock dividend thereon is declared with a record date within such time period, then the Offer Consideration will be adjusted to provide Liberty Interactive and the holders of zulily common stock (including zulily stock options exercisable for zulily common stock and zulily restricted stock units ("RSUs")) the same economic effect as contemplated by the Reorganization Agreement prior to such event. There are no present plans to effect such a change in the Series A QVC Group common stock or, to our knowledge, the zulily common stock.

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How has the Offer changed since you commenced the Offer on September 1, 2014?

        On September 21, 2015, Liberty Interactive announced a one day extension of the expiration time of the Offer to 12:00 midnight (one minute after 11:59 p.m.), Eastern Time, on September 30, 2015. All other terms and conditions of the Offer remain unchanged. The extended expiration date is expected to allow for a quarter end closing of the Transaction, which will enable Liberty Interactive to begin consolidating zulily as of the beginning of the fourth quarter of 2015.

What is the difference between zulily Class A shares and Class B shares? Are they to be exchanged for the same consideration pursuant to the Offer?

        Under zulily's Amended and Restated Certificate of Incorporation (the "zulily charter"), each share of zulily Class A common stock entitles the holder to one vote while each share of zulily Class B common stock entitles the holder to 10 votes. The zulily Class B common stock is convertible at the option of the holder, on a one-for-one basis, into zulily Class A common stock and automatically converts if sold or otherwise transferred to a person that is not a "permitted transferee" (as defined in the zulily charter). Accordingly, shares of zulily Class B common stock that are tendered into the Offer will automatically convert into Class A common stock at the acceptance time.

        If the Offer is successfully completed, holders of shares of zulily Class A common stock and Class B common stock that validly tender (and do not validly withdraw) their shares into the Offer will both receive the Offer Consideration.

Will I have to pay any fees or commissions if my shares are accepted for exchange in the Offer? (Page 33)

        If you are the record owner of your shares and you tender them to us in the Offer, you will not have to pay any brokerage fees or similar expenses. If you own your shares through a broker, dealer, bank, trust company or other nominee, and your broker, dealer, bank, trust company or other nominee tenders your shares in the Offer on your behalf, your broker, dealer, bank, trust company or other nominee may charge you a fee for doing so. You should consult your broker, dealer, bank, trust company or other nominee to determine whether it will charge you a fee for tendering your shares in the Offer.

What are your plans if you successfully complete the Offer but do not acquire all of the outstanding shares of zulily common stock in the Offer? (Page 40)

        If we successfully complete the Offer, then we are required to promptly merge Purchaser with and into zulily (the "first merger"), with zulily surviving. We expect the first merger to occur on the same day that the Offer is completed. The purpose of the first merger will be for Liberty Interactive to acquire all of the shares of zulily common stock that it does not acquire in the Offer. In the first merger, each outstanding share of zulily common stock not tendered and accepted pursuant to the Offer, other than those shares held by Liberty Interactive, Purchaser or zulily, or stockholders of zulily who have properly demanded appraisal in accordance with Delaware law (and who do not fail to perfect or otherwise effectively withdraw their demand or waive or lose the right to appraisal), will be converted into the right to receive the Offer Consideration. Immediately after the first merger: (i) zulily will become a wholly owned subsidiary of Liberty Interactive, and the former zulily stockholders will no longer have any direct ownership interest in zulily or its business and (ii) zulily, as the surviving corporation, will merge with and into Merger Sub 2, Liberty Interactive's wholly owned Delaware limited liability company (the "second merger"). Merger Sub 2 will survive the second merger and be renamed "zulily, llc." We refer to the first merger and the second merger together as the "mergers."

        The obligations of Liberty Interactive and Purchaser to effect the mergers following the successful completion of the Offer is conditioned on: (i) having obtained all approvals, authorizations and

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consents of any governmental entity required to consummate the mergers, and all statutory waiting periods relating to such approvals, authorizations and consents having expired or been terminated; (ii) no court or other governmental entity of competent jurisdiction having enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) or order that restrains, enjoins or otherwise prohibits or makes illegal the consummation of the mergers or the Transaction; and (iii) Purchaser having accepted for payment a sufficient number of shares of zulily common stock to satisfy the Minimum Tender Condition. Because the first merger will be effected under Section 251(h) of the DGCL, no vote of zulily's stockholders will be required to consummate the first merger.

Has the zulily board of directors approved the Offer and the mergers? (Page 65)

        Yes. On August 16, 2015, the members of the zulily board of directors, by unanimous vote (with the exception of one director, who recused himself from the vote):

•

determined that the terms of the Reorganization Agreement and the transactions contemplated thereby, including the Offer and the first merger, are advisable, fair to and in the best interests of, zulily and its stockholders;



•

determined that it is in the best interests of zulily and its stockholders and declared it advisable to enter into the Reorganization Agreement;



•

approved the execution and delivery by zulily of the Reorganization Agreement, the performance by zulily of its covenants and agreements contained therein and the consummation of the Offer, the mergers and the other transactions contemplated therein upon the terms and subject to the conditions contained in the Reorganization Agreement; and



•

resolved to recommend that the holders of shares of zulily common stock accept the Offer and tender their shares of zulily common stock to Purchaser pursuant to the Offer.

        Accordingly, the zulily board of directors recommends that you accept the Offer and tender your shares of zulily common stock.

        The factors considered by the zulily board of directors in making the determinations and the recommendation described above are described in the Schedule 14D-9, which has been filed with the SEC. The initial Schedule 14D-9 was mailed to zulily stockholders together with the preliminary prospectus/offer to exchange on or about September 1, 2015. The Schedule 14D-9, as amended and supplemented, is available on the SEC's website at www.sec.gov and on zulily's investor relations website at http://investor.zulily.com, as applicable. We urge all zulily stockholders to review carefully the Schedule 14D-9 and this prospectus/offer to exchange.

Are Liberty Interactive's business, prospects and financial condition relevant to my decision to tender my shares in the Offer?

        Yes. Shares of zulily common stock accepted for exchange in the Offer will be exchanged in part for shares of Series A QVC Group common stock. Therefore, you should consider Liberty Interactive's business and financial condition before you decide to tender your shares of zulily common stock in the Offer. In considering Liberty Interactive's business and financial condition, you should review the documents incorporated by reference in this prospectus/offer to exchange because they contain detailed business, financial and other information about Liberty Interactive.

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How long do I have to tender my shares of zulily common stock in the Offer? (Page 34)

        Unless we extend the Offer, you will have until 12:00 midnight (one minute after 11:59 p.m.), Eastern Time, on September 30, 2015 to tender your shares of zulily common stock in the Offer. We refer to that date and time, as it may be extended, as the "expiration time."

How long will it take to consummate the Offer and the mergers?

        The Offer is currently scheduled to expire at 12:00 midnight (one minute after 11:59 p.m.), Eastern Time, on September 30, 2015. We intend to consummate the Offer on October 1, 2015, the same day as the acceptance time and the business day after the currently scheduled expiration date. However, we may decide, or be required, to extend the Offer, including if all of the conditions to the Offer have not been satisfied by the currently scheduled expiration date.

        We expect to consummate the mergers on the same day as we consummate the Offer. However, because consummation of each of the Offer and the mergers is subject to conditions, we cannot predict the exact timing of their consummation or if both the Offer and the mergers will ultimately be completed at all.

Under what circumstances must you extend the Offer beyond its original expiration time? (Page 34)

        Subject to Liberty Interactive's (and zulily's) termination rights under the Reorganization Agreement: (1) if, at any time when the Offer is scheduled to expire, any condition to the Offer (each, an "Offer Condition") has not been satisfied or waived (including the Minimum Tender Condition), we are required to extend the Offer on one or more occasions for additional successive periods of up to 10 business days per extension until all Offer Conditions are satisfied or waived, except we will not be required, or absent zulily's consent, permitted to extend the Offer past December 31, 2015 (except in circumstances where we or zulily are not permitted to terminate the Reorganization Agreement at that time); and (2) we are required to extend the Offer at any time or from time to time for any period required by any applicable laws or any rule, regulation, interpretation or position of the SEC or the staff of the SEC or the Nasdaq Global Select Market applicable to the Offer. If we extend the Offer, we will inform the Depositary and will publicly announce the extension not later than 9:00 a.m., Eastern Time, on the business day after the day on which the Offer was previously scheduled to expire.

What are the most significant conditions to the Offer? (Page 42)

        We will not be obligated to consummate the Offer unless the Minimum Tender Condition is satisfied. That condition requires, prior to the expiration time, that there be validly tendered, and not validly withdrawn, into the Offer a number of shares of zulily common stock which, together with any shares of zulily common stock already owned by Purchaser, represent at least a majority of the voting power of (i) the aggregate voting power of the shares of zulily common stock outstanding immediately following the consummation of the Offer (for the avoidance of doubt, assuming the zulily Class B common stock validly tendered and not validly withdrawn will convert to zulily Class A common stock at the time of the consummation of the Offer), plus (ii) the aggregate voting power of the shares of zulily common stock issuable to holders of options issued by zulily from which zulily has received notices of exercise prior to the consummation of the Offer but which have not yet been issued to such holders. Shares of zulily Class B common stock tendered into the Offer will be converted into zulily Class A common stock upon acceptance by Purchaser pursuant to the Offer and therefore each such share will be treated as having one vote for purposes of determining whether the Minimum Tender Condition is satisfied.

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        The Offer is not subject to any financing condition. The Offer is, however, subject to a number of other conditions, including, but not limited to:

•

all approvals, authorizations and consents of any governmental entity under the HSR Act shall have been obtained and remain in full force and effect, and all statutory waiting periods relating to such approvals, authorizations and consents shall have expired or been terminated;



•

no court or other governmental entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law or order (whether temporary, preliminary or permanent) that is in effect that restrains, enjoins or otherwise prohibits or makes illegal the consummation of the Offer or the first merger;



•

since the date of the Reorganization Agreement, there shall not have occurred any condition, event, change, circumstance, effect, state of facts or development that, individually or in the aggregate, has had a Material Adverse Effect (as defined below), that is continuing as of the expiration time;



•

the registration statement of which this prospectus/offer to exchange forms a part shall have been declared effective by the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), and no stop order suspending the effectiveness of the registration statement shall have been issued by the SEC and no proceeding for that purpose shall have been initiated or threatened in writing by the SEC;



•

the shares of Series A QVC Group common stock to be issued in the Offer and the first merger shall have been approved for listing on the Nasdaq Global Select Market, subject to official notice of issuance, or be exempt from such requirements under applicable laws, regulations, or rules of the Nasdaq Global Select Market; and



•

each of Liberty Interactive and zulily shall have received from their respective counsel an opinion, in form and substance reasonably satisfactory to them, to the effect that, on the basis of the facts, representations and assumptions as set forth in such opinion, for U.S. federal income tax purposes, the Offer and the mergers, taken together, will be treated as a "reorganization" qualifying under Section 368(a) of the Code.

        For a description of all of the conditions to the Offer, see "The Offer—Conditions to the Offer." The conditions to the Offer are for the sole benefit of Purchaser and may be waived by Liberty Interactive or Purchaser in their sole discretion, except that the Minimum Tender Condition, the condition regarding the receipt of legal opinions as to the tax treatment of the Offer and the mergers, the registration statement on Form S-4 being declared effective and the shares of Series A QVC Group common stock to be issued in the Offer and the first merger having been approved for listing on the Nasdaq Global Select Market may only be waived by us with the consent of zulily, subject to the terms of the Reorganization Agreement and applicable law, including the rules and regulations of the SEC.

Does Liberty Interactive or Purchaser currently own any shares of zulily common stock?

        No. As of the date the Offer was commenced, neither Liberty Interactive nor Purchaser owned any shares of zulily common stock. Pursuant to Rule 14e-5 under the Securities Exchange Act of 1934 (the "Exchange Act"), both companies are prohibited from purchasing or arranging to purchase any shares of zulily common stock outside of the Offer prior to the expiration time.

How do I tender my shares of zulily common stock for exchange in the Offer? (Page 35)

        To tender all or any portion of your shares of zulily common stock for exchange in the Offer:

•

if your shares are in certificated form, you must either deliver the certificate or certificates representing your tendered shares, together with the letter of transmittal (or a photocopy of it)

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enclosed with this prospectus/offer to exchange, properly completed and duly executed, together with any required signature guarantees, and any other required documents, to the Depositary; or

•

if your shares are in book-entry form, you must tender your shares using the book-entry procedure described herein prior to the expiration time of the Offer.

        If you hold your shares of zulily common stock in street name through a broker, dealer, bank, trust company or other nominee and you wish to tender all or any portion of your shares of zulily common stock in the Offer, the broker, dealer, bank, trust company or other nominee that holds your shares must tender them to us on your behalf through the Depositary.

Can I withdraw shares after they are tendered in the Offer? (Page 38)

        Yes. You can withdraw any of the shares of zulily common stock that you tender in the Offer at any time until the expiration time of the Offer, as it may be extended. Further, if we have not accepted your shares for exchange by October 30, 2015, you can withdraw them at any time after that date. Once we accept your tendered shares for exchange following the expiration of the Offer, however, you will no longer be able to withdraw them.

        To validly withdraw any shares of zulily common stock that you previously tendered in the Offer, you (or, if your shares are held in street name, the broker, dealer, bank, trust company or other nominee that holds your shares) must deliver a written notice of withdrawal (or a photocopy of one), with the required information, to the Depositary while you still have the right to withdraw your shares.

Have any stockholders of zulily already agreed to tender their shares in the Offer? (Page 77)

        Yes. It was a condition to the willingness of Liberty Interactive and Purchaser to enter into the Reorganization Agreement that the founders of zulily, Darrell Cavens, zulily's President and Chief Executive Officer and a member of its board of directors, and Mark Vadon, zulily's Chairman of the Board, each sign the tender and support agreement (the "support agreement") covering all of the shares of zulily common stock owned by them and their affiliates. Each of Messrs. Cavens and Vadon has agreed in the support agreement:

•

to cause all such shares of zulily common stock to be tendered into the Offer promptly following his delivery of notice from Liberty Interactive or Purchaser that, subject to the tender of such shares, all of the conditions to the Offer are or will be satisfied or, where permissible, waived;



•

not to withdraw any of such shares from the Offer, unless the board of directors of zulily makes an adverse recommendation change (as defined below);



•

if the zulily board makes an adverse recommendation change, to tender (or if such action occurs after all of the shares subject to the support agreement have been tendered into the Offer, withdraw) a number of shares such that the number of shares tendered pursuant to the support agreement constitutes, in the aggregate, 34.99% of the total voting power of the outstanding shares of zulily common stock (treating for this purpose all shares of zulily Class B common stock tendered into the Offer and not withdrawn in accordance with the support agreement as converted into zulily Class A common stock on a one-for-one basis); and



•

to certain restrictions on encumbering or disposing of any of such shares of zulily common stock prior to the termination of the support agreement.

        The shares subject to the support agreement represent approximately 0.6% of the Class A common stock and 98.0% of the Class B common stock of zulily common stock outstanding as of August 28, 2015, or 87.5% of the voting power of all outstanding shares of zulily common stock as of August 28, 2015 (44.7% if all shares of zulily Class B common stock subject to the support agreement are treated as converted into zulily Class A common stock on a one-for-one basis upon acceptance in

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the Offer (assuming for this purpose that no other shares of zulily Class B common stock are tendered pursuant to the Offer)). Hence, absent an adverse recommendation change, the tender into the Offer of the shares of zulily common stock subject to the support agreement will constitute a significant portion of the number of shares required to satisfy the Minimum Tender Condition. For a more detailed description of the support agreement, see "Other Agreements Related to the Transaction."

How many shares of zulily common stock have already been tendered in the Offer?

        The Depositary has advised Liberty Interactive that, as of 5:00 p.m., Eastern Time, on September 22, 2015, (i) a total of approximately 28,887 shares of zulily Class A common stock were validly tendered and not validly withdrawn in the Offer and (ii) no shares of zulily Class B common stock were validly tendered in the Offer. Tendered shares may be withdrawn at any time prior to the expiration time.

Do the officers and members of the board of directors of zulily have interests in the Offer and the mergers that are different from stockholders generally? (Page 51)

        You should be aware that some of the officers and directors of zulily may be deemed to have interests in the mergers that are different from, or in addition to, your interests as a zulily stockholder. These interests may be deemed to exist because of agreements that certain officers have previously entered into with zulily that provide for severance payments and the acceleration of stock options and restricted stock units in the event the officer is terminated within twelve months of a change of control of zulily. In addition, certain of zulily's officers, including Mr. Cavens, who is also a member of zulily's board of directors, have entered into employment agreements that will take effect at the time of the first merger. We expect that Mr. Vadon, zulily's Chairman of the Board, will be invited to join the board of directors of Liberty Interactive in connection with the consummation of the Offer and the mergers. See "Interests of Certain Persons in the Transaction."

        See also "Item 3—Past Contacts, Transactions, Negotiations and Agreements" in the Schedule 14D-9, which has been filed with the SEC. The initial Schedule 14D-9 was mailed to stockholders of zulily together with the preliminary prospectus/offer to exchange on or about September 1, 2015.

If I decide not to tender my shares of zulily common stock in the Offer, how will the consummation of the mergers affect my shares? (Page 53)

        If we complete the Offer, we are required to promptly consummate the mergers. As a result of the first merger, each outstanding share of zulily common stock not tendered into the Offer and accepted for exchange by us, held by any person other than Liberty Interactive, Purchaser, zulily or stockholders of zulily who have demanded appraisal in accordance with Delaware law (and who do not fail to perfect or otherwise effectively withdraw their demand or waive or lose the right to appraisal) in connection with the first merger, will be converted into the right to receive the Offer Consideration. See "The Reorganization Agreement—What zulily Stockholders will Receive in the Mergers." The effect of the first merger on outstanding zulily stock options and restricted stock units is described under "The Reorganization Agreement—Treatment of zulily Stock Options and Restricted Stock Units."

Are appraisal rights available in either the Offer or the mergers? (Page 41)

        No appraisal rights are available to the holders of zulily shares in connection with the Offer. However, if the first merger is consummated the holders of zulily shares immediately prior to the first effective time who (1) did not tender zulily shares in the Offer; (2) follow the appraisal procedures set forth in Section 262 of the General Corporation Law of the State of Delaware (the "DGCL"); and

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(3) do not thereafter effectively withdraw their demand for appraisal of such shares or otherwise lose their appraisal rights, in each case in accordance with the DGCL, will be entitled to have their shares appraised by the court and receive payment, in cash, of the "fair value" of such shares as determined by such court, exclusive of any element of value arising from the accomplishment or expectation of the Transaction, together with a fair rate of interest, as determined in accordance with Section 262 of the DGCL. The full text of Section 262 of the DGCL is included as Annex C in this prospectus/offer to exchange. See "The Offer—Purpose of the Transaction; Plans for zulily; The Mergers' Appraisal Rights—Appraisal Rights."

        The "fair value" of any zulily shares for purposes of any appraisal proceeding could be based upon considerations other than, or in addition to, the price paid in the Offer and the market value of such shares. You should recognize that the value so determined could be higher or lower than, or the same as, the Offer Consideration. You should also be aware that the opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a sale transaction, such as the Offer and the mergers, are not opinions as to fair value under Section 262 of the DGCL.

        You will find a more detailed discussion of appraisal rights in the Schedule 14D-9, which has been filed with the SEC and was mailed to you and other stockholders of zulily together with the preliminary prospectus/offer to exchange on or about September 1, 2015. The Schedule 14D-9, and not this prospectus/offer to exchange, constitutes the formal notice of appraisal rights under Section 262 of the DGCL.

Why does the cover page state that this offer may be changed and that the shares of Series A QVC Group common stock may not be sold until the registration statement filed with the SEC is effective? Does this mean that the Offer has not commenced?

        No. The Offer has commenced. As permitted by the rules and the regulations of the SEC, we launched the Offer on the same day that we filed with the SEC a registration statement on Form S-4, of which this prospectus/offer to exchange forms a part. The registration statement is subject to review and comment by the SEC, and the registration statement must first be declared effective by the SEC under the Securities Act before we may consummate the Offer. Therefore, until the registration statement has been declared effective we may not accept for exchange shares of zulily common stock tendered pursuant to the Offer. It is a condition to the Offer (which we may not waive without zulily's consent) that the registration statement be declared effective by the SEC.

What are the United States federal income tax consequences of having my shares of zulily common stock accepted for exchange in the Offer or converted in the mergers? (Page 48)

        The Offer and the mergers, taken together, are intended to qualify as a "reorganization" within the meaning of Section 368(a) of the Code. If the Transaction qualifies as a reorganization within the meaning of Section 368(a) of the Code, the U.S. federal income tax consequences to zulily stockholders who are U.S. persons and receive shares of Series A QVC Group common stock and cash in exchange for shares of their zulily common stock pursuant to the Transaction generally will be as follows:

•

if a stockholder's tax basis in its shares of zulily common stock surrendered is less than the sum of the fair market value of the shares of Series A QVC Group common stock and the amount of cash received by the holder, such stockholder generally will recognize gain in an amount equal to the lesser of (1) the sum of the amount of cash and the fair market value of the Series A QVC Group common stock received, minus the adjusted tax basis of the shares of zulily common stock surrendered in exchange therefor, and (2) the amount of cash received by the holder (other than cash received in lieu of a fractional share of Series A QVC Group common stock), and

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•

if a stockholder's tax basis in its shares of zulily common stock surrendered is greater than the sum of the fair market value of the shares of Series A QVC Group common stock and the amount of cash received by the holder, such stockholder's loss will not be currently allowed or recognized for U.S. federal income tax purposes.

        Each zulily stockholder should read the discussion under "Material U.S. Federal Income Tax Consequences" and should consult its own tax advisor for a full understanding of the tax consequences of the Transaction to such stockholder.

Why did you structure the acquisition of zulily as a tender offer followed by a merger not requiring a stockholder vote?

        The Offer is the first step in Liberty Interactive's plan to acquire all of the outstanding equity interests of zulily. The Offer is being made pursuant to the Reorganization Agreement, which expressly provides that:

•

the first merger be effected under Section 251(h) of the DGCL;



•

the Offer be for any and all of the outstanding shares of zulily common stock;



•

the Offer may not be consummated absent satisfaction of the Minimum Tender Condition;



•

the first merger be effected as soon as practicable following the consummation of the Offer; and



•

each share of zulily common stock that is not tendered into and accepted for exchange pursuant to the Offer be converted in the first merger into the right to receive the same consideration as that delivered in the Offer (other than shares held by Liberty Interactive, Purchaser or zulily, or stockholders of zulily who have properly demanded appraisal in accordance with Delaware law (and who do not fail to perfect or otherwise effectively withdraw their demand or waive or lose the right to appraisal)).

        Under Section 251(h) of the DGCL, by satisfying the foregoing terms we will be permitted to consummate the first merger without a zulily stockholder vote. In this regard, satisfaction of the Minimum Tender Condition will ensure that Liberty Interactive owns through Purchaser, before we effect the first merger, a sufficient number of zulily shares that would enable Purchaser to adopt the Reorganization Agreement were it to be presented for a vote at a zulily stockholder meeting held for that purpose.

        We believe that the two-step structure described above (the Offer followed by the first merger without a stockholder vote) provides several advantages compared to a traditional merger structure, the accelerated timing of the acquisition being the primary benefit. As permitted by the rules and the regulations of the SEC, we launched the Offer on the same day that we filed with the SEC the registration statement on Form S-4, of which this prospectus/offer to exchange forms a part. The registration statement is subject to review and comment by the SEC on an expedited basis, and the registration statement must first be declared effective by the SEC under the Securities Act before we may consummate the Offer. The Offer and first merger may be completed as early as 20 business days after our initial filing with the SEC. In contrast, a traditional merger structure would require zulily to file a proxy statement with the SEC, which would be subject to review and comment by the SEC on a non-expedited basis, and zulily would then be required to call a special meeting of its stockholders to approve the first merger, all of which we believe would result in significant additional time and expense.

        We believe that speed of completion of the acquisition is in the best interests of stockholders of both zulily and Liberty Interactive. We can deliver consideration to zulily's stockholders faster than we would be able to do in a traditional merger structure. In addition, we believe that an accelerated acquisition process will reduce the effects of disruption in the businesses of Liberty Interactive and

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zulily from the Transaction, including disruption in relationships with business partners and employees, which may reduce the likelihood of loss of revenue and employee attrition. We will also avoid the time, cost and expense of calling and holding a zulily stockholders meeting.

What is the market value of my shares of zulily common stock? (Page 87)

        On September 22, 2015, the last trading day prior to the date of this prospectus/offer to exchange, the closing sales price of zulily Class A common stock reported on the Nasdaq Global Select Market was $17.78 per share. On that same date, the last sales price of Series A QVC Group common stock reported on the Nasdaq Global Select Market was $27.29 per share, resulting in the Offer Consideration being valued at that time at $17.83 per share of zulily common stock. On August 14, 2015, the last trading day before Liberty Interactive and zulily announced that they had entered into the Reorganization Agreement, the closing sales price of zulily Class A common stock reported on the Nasdaq Global Select Market was $12.57 per share.

        There is no trading market for the shares of zulily Class B common stock, which convert, on a one-for-one basis, into shares of zulily Class A common stock at the election of the holder or, generally, if transferred by the holder to a third party.

        We advise you to obtain recent quotations for shares of zulily Class A common stock and shares of Series A QVC Group common stock when deciding whether to tender your shares of zulily common stock into the Offer. In addition, you should also consider Liberty Interactive's financial condition by reviewing the sections of this prospectus/offer to exchange entitled "Summary Selected Consolidated Historical Financial Data of Liberty Interactive" and "Risk Factors" and Liberty Interactive's documents incorporated by reference into this prospectus/offer to exchange because they contain detailed business, financial and other information about Liberty Interactive.

Are there any regulatory clearances or approvals required to complete the Offer? (Page 45)

        Yes. Our acceptance of the tendered shares of zulily common stock in the Offer and consummation of the Transaction is subject to the expiration or early termination of the waiting period under The Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"). On September 14, 2015, the Federal Trade Commission granted early termination of the waiting period applicable to the Offer and the mergers. In addition, the SEC must declare the registration statement on Form S-4, of which this prospectus/offer to exchange is a part, effective.

Whom can I contact if I have questions about the Offer or the mergers? (Page 113)

        You should contact the Information Agent for the Offer at the address and telephone number listed below if you have any questions about the Offer or the mergers.

Georgeson Inc.
480 Washington Blvd., 26th Floor
Jersey City, NJ 07310

All Stockholders Call Toll-Free: (877) 507-1756

        In addition, please see "Where You Can Find Additional Information" beginning on page 113 of this prospectus/offer to exchange for instructions on how to obtain additional information about Liberty Interactive and zulily.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

        Some of the statements in this prospectus/offer to exchange are, and statements in other material filed or to be filed by Liberty Interactive and zulily with the SEC will be, forward-looking statements within the meaning of the Securities Act and the Exchange Act. These forward-looking statements include, but are not limited to, statements regarding anticipated benefits and synergies from Liberty Interactive's acquisition of zulily and the post-merger operations of zulily and QVC. Generally, the words "will," "may," "should," "continue," "believe," "expect," "intend," "anticipate" or similar expressions identify forward-looking statements.

        Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by which, such performance or results will be achieved. Forward-looking information is based on information available at the time and/or management's good faith belief with respect to future events, and is subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements.

        You should understand that the following important factors, in addition to those discussed under "Risk Factors" and in the documents that are incorporated herein by reference, could affect the future results of Liberty Interactive, zulily and the combined company following the consummation of the Offer and the mergers and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements:

•

uncertainties as to the timing of the completion of the Offer and, accordingly, the mergers;



•

the possibility that one or more closing conditions for the Offer or the mergers may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval necessary for the consummation of the Offer or the mergers;



•

the occurrence of any event, change or other circumstances that could give rise to the termination of the Reorganization Agreement;



•

the possible effects of disruption from the Offer or the mergers making it more difficult for Liberty Interactive and zulily to maintain relationships with employees (including potential difficulties in employee retention), vendor and other business partners or governmental entities;



•

other business effects, including the effects of industrial, legal, regulatory, economic or political conditions outside of Liberty Interactive's control;



•

the amount of the costs, fees, expenses and charges related to the Offer and the mergers; and



•

business expansion or cost savings expected to result from the proposed acquisition may not be fully realized or realized within the expected time-frame.

        Forward-looking statements speak only as of the date the statements were made and, except as required by law, including Rule 14d-3(b)(1) under the Exchange Act, Liberty Interactive assumes no obligation to update forward-looking information contained or incorporated by reference into this prospectus/offer to exchange to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information.

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