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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series J Preferred Stock | (1) | 09/23/2011 | J(2) | 204,000 | 10/28/2011(1) | 08/18/2021(3) | Common Stock | 12,000,000 (1) | (2) | 0 | I | By indirect wholly owned subsidiary (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Liberty Interactive Corp 12300 LIBERTY BOULEVARD ENGLEWOOD, CO 80112 |
X |
LIBERTY INTERACTIVE CORPORATION By: /s/ Craig Troyer, Vice President | 09/27/2011 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The Series J Preferred Stock is convertible into shares of common stock at any time following the Issuer's 2011 annual meeting of stockholders, which is scheduled to occur on October 28, 2011, at a conversion rate determined in accordance with the provisions of the Certificate of Designations for the Series J Preferred Stock and subject to customary antidilution adjustment provisions. The initial conversion rate is 58.8235 shares of common stock for each share of Series J Preferred Stock. |
(2) | On September 23, 2011, the Reporting Person completed its previously announced redemption (the "Split-Off") of all of the outstanding shares of two of its tracking stocks, Liberty Capital and Liberty Starz, for shares of new tracking stocks of Liberty Media Corporation, a Delaware corporation (formerly known as Liberty CapStarz, Inc., "New Liberty"). In connection with the Split-Off, the Reporting Person's beneficial ownership of the Series J Preferred Stock was transferred to New Liberty. |
(3) | The Series J Preferred Stock is mandatorily redeemable on the tenth anniversary of the original issuance date. |
(4) | The shares of Series J Preferred Stock were held directly by Liberty GIC, Inc., which was an indirect wholly owned subsidiary of the Reporting Person prior to the Split-Off. |
Remarks: On September 22, 2011, the Reporting Person changed its name from "Liberty Media Corporation" to "Liberty Interactive Corporation." |