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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 | ||||||||
| Stock Option (right to buy) - QVCA | $ 17.74 (4) | 12/02/2014 | M | 32,990 (4) | (5) | 03/19/2020 | Series A Liberty Interactive Common Stock | 32,990 (4) | $ 0 | 292,990 | D | ||||
| Stock Option (right to buy) - QVCA | $ 17.74 (6) | 12/02/2014 | M | 6,014 (6) | (7) | 12/17/2016 | Series A Liberty Interactive Common Stock | 6,014 (6) | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ROSENTHALER ALBERT E 12300 LIBERTY BOULEVARD ENGLEWOOD, CO 80112 |
Senior Vice President | |||
| /s/ Craig Troyer as Attorney-in-Fact for Albert E. Rosenthaler | 12/04/2014 | |
| **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 price is a weighted average price. These shares were sold in multiple transactions ranging from $29.161 to $29.235, inclusive. The reporting person undertakes to provide to the Securities and Exchange Commission, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range. |
| (2) | The price is a weighted average price. These shares were sold in multiple transactions ranging from $29.17 to $29.23, inclusive. The reporting person undertakes to provide to the Securities and Exchange Commission, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range. |
| (3) | The number of shares reported as held in the reporting person's 401(k) is based on a statement from the Plan Administrator dated as of November 30, 2014. |
| (4) | This stock option was previously reported as an option relating to 353,564 shares of Series A Liberty Interactive Common Stock at an exercise price of $19.255 per share. The number of shares relating to and the exercise price of this option were adjusted as of October 20, 2014 as a result of the reattribution dividend (as described in the Remarks) and pursuant to the anti-dilution provisions of the incentive plans under which such option was granted. |
| (5) | The options vested 33.33% on June 30, 2013, 33.33% on June 30, 2014, and the remainder vest on December 31, 2015. |
| (6) | This stock option was previously reported as an option relating to 6,523 shares of Series A Liberty Interactive Common Stock at an exercise price of $19.255 per share. The number of shares relating to and the exercise price of this option were adjusted as of October 20, 2014 as a result of the reattribution dividend (as described in the Remarks) and pursuant to the anti-dilution provisions of the incentive plans under which such option was granted. |
| (7) | The derivative security is fully vested. |
| Remarks: On October 3, 2014, the Issuer declared a stock dividend (the "reattribution dividend"), payable to all holders of record of Series A Liberty Interactive Common Stock as of 5:00 p.m. New York City time, on October 13, 2014 of 0.14217 of a share of Series A Liberty Ventures Common Stock for each share of Series A Liberty Interactive Common Stock outstanding. In connection with the completion of the reattribution dividend, all equity awards held by the reporting person with respect to the Issuer's Liberty Interactive Common Stock (each an "Original Interactive Award") were adjusted pursuant to the anti-dilution provisions of the incentive plans under which the equity awards were granted, such that the reporting person received (i) an adjustment to the exercise price or base price, as applicable, and number of shares relating to the Original Interactive Award and (ii) an equity award relating to shares of the corresponding series of Liberty Ventures Common Stock. | |