UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Item 4.

Purpose of Transaction

Item 4 of the Schedule 13D is amended and supplemented to add the following information:

On September 23, 2011, the Issuer completed a previously announced transaction in which it redeemed (the “Redemption”) all of the outstanding shares of its Series A Liberty Capital common stock (“LCAPA”) and Series B Liberty Capital common stock (“LCAPB”) for shares of the Series A Liberty Capital common stock (“Splitco CAPA”) and Series B Liberty Capital common stock (“Splitco CAPB”) of its wholly-owned subsidiary Liberty Media Corporation (formerly known as Liberty CapStarz, Inc.) (“Splitco”), respectively, and all of the outstanding shares of its Series A Liberty Starz common stock (“LSTZA”) and Series B Liberty Starz common stock (“LSTZB”) for shares of Splitco’s Series A Liberty Starz common stock (“Splitco STZA”) and Series B Liberty Starz common stock (“Splitco STZB”), respectively. As a result of the Redemption, Splitco became a separate, publicly traded company and all shares of LCAPA, LCAPB, LSTZA and LSTZB beneficially owned by Mr. Malone at the effective time of the Redemption were redeemed for shares of Splitco CAPA, Splitco CAPB, Splitco STZA and Splitco STZB, respectively. 

Other than as provided herein, and except as contained in the agreements previously filed as exhibits to the Schedule 13D or as has been publicly announced by the Issuer, Mr. Malone does not have any plans or proposals that relate to or would result in: 

(a)                        The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; 

(b)                       An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; 

(c)                        A sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries; 

(d)                       Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; 

(e)                        Any material change in the present capitalization or dividend policy of the Issuer; 

(f)                          Any other material change in the Issuer’s business or corporate structure; 

(g)                       Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; 

(h)                       A class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; 

(i)                           A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

(j)                           Any action similar to any of those enumerated in this paragraph. 

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 of any class or series in open market or privately negotiated transactions or pursuant to the exercise of stock options or under other compensatory stock plans of the Issuer or (ii) to dispose of all or a portion of his holdings of shares of Common Stock, subject to Mr. Malone’s obligations under the call agreement with respect to shares of Series B Liberty Interactive common stock.  In reaching any determination as to his future 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, the terms of the call agreement and general economic and stock market conditions, including, but not limited to, the market price of the Common Stock.

Item 5.

Interest in Securities of the Issuer

Item 5 of the Schedule 13D is amended and restated to read as follows:

(a)                        As a result of the Redemption, Mr. Malone beneficially owns (without giving effect to the conversion of LINTB shares into LINTA shares or the conversion of options to acquire LINTB shares into options to acquire LINTA shares) (i) 3,285,263 LINTA shares (including (x) 376,260 shares held by his wife as to which he disclaims beneficial ownership, (y) 647,853 shares that may be acquired within 60 days after September 23, 2011 pursuant to stock options and (z) 128,500 shares held by two trusts (the “Trusts”) which are managed by an independent trustee, of which the beneficiaries are Mr. Malone’s adult children, and in which Mr. Malone has no pecuniary interest and has disclaimed beneficial ownership of, but over which Mr. Malone retains the right to substitute assets held by the Trusts), which represent less than 1% of the outstanding LINTA shares and (ii) 27,707,590 LINTB shares (including (x) 852,238 shares held by his wife as to which he disclaims beneficial ownership, (y) 450,000 shares that may be acquired within 60 days after September 23, 2011 pursuant to stock options, and (z) 458,946 shares held by the Trusts, as to which shares Mr. Malone disclaims beneficial ownership), which represent approximately 94.1% of the outstanding LINTB shares. The foregoing percentage interests are based on (1) (i) 567,105,427 LINTA shares and (ii) 28,989,923 LINTB shares outstanding as of September 23, 2011, based on information provided by the Issuer, 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 September 23, 2011. Accordingly, Mr. Malone may be deemed to beneficially own voting equity securities representing approximately 32.5% of the voting power with respect to the general election of directors of the Issuer. 

(b)                       Other than as provided in the call agreement, Mr. Malone, and, to his knowledge, his wife each have the sole power to vote and to dispose of, or to direct the voting or disposition of, their respective shares of Common Stock.  The Trusts hold 128,500 LINTA shares and 458,946 LINTB shares, as to which shares Mr. Malone has no pecuniary interest and disclaims beneficial ownership, however, Mr. Malone has the right to substitute assets in the Trusts and may acquire such shares at any time.  To Mr. Malone’s knowledge, other than as provided in the call agreement, 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. 

(c)                        Except as provided in this Amendment, neither Mr. Malone nor, to his knowledge, his wife, has executed any transactions in respect of the Common Stock within the last sixty days. 

(d)                       Not Applicable. 

(e)                        On September 23, 2011, as a result of the Redemption, Mr. Malone ceased to be the beneficial owner of any shares of LCAPA, LCAPB, LSTZA and LSTZB.

Item 6.

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

Item 6 of the Schedule 13D is amended and supplemented to add the following information:

Of the shares of Common Stock beneficially owned by Mr. Malone, 2,122,902 LINTA shares are pledged to Fidelity Brokerage Services, LLC (“Fidelity”) in connection with a margin loan facility extended by Fidelity to Mr. Malone, and 1,427 shares of LINTA are pledged to Bank of America in connection with a loan facility extended to Mr. Malone.

October 3, 2011

Date

/s/ John C. Malone

John C. Malone