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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 Appreciation Rights | $ 15.85 (1) | 03/23/2015 | M | 2,511 (1) | (2) | 06/01/2015 | Series A Liberty Interactive Common Stock | 2,511 (1) | $ 0 | 0 | D | ||||
| Stock Appreciation Rights - LVNTA | $ 11.33 (3) | 03/23/2015 | M | 272 (3) | (2) | 06/01/2015 | Series A Liberty Ventures Common Stock | 272 (3) | $ 0 | 0 | D | ||||
| Stock Appreciation Rights - LVNTA | $ 19.93 (4) | 03/23/2015 | M | 356 (4) | (2) | 06/01/2015 | Series A Liberty Ventures Common Stock | 356 (4) | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| RAPLEY DAVID E 12300 LIBERTY BOULEVARD ENGLEWOOD, CO 80112 |
X | |||
| /s/ Craig Troyer as Attorney-in-Fact for David E. Rapley | 03/25/2015 | |
| **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) | This stock appreciation right ("SAR") was previously reported as a SAR relating to 2,724 shares of Series A Liberty Interactive Common Stock ("QVCA") at an exercise price of $17.20 per share. In connection with the completion of the reattribution dividend (as described in the Remarks section), 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 (as so adjusted, an "Adjusted Interactive Award") and (ii) an equity award relating to shares of the corresponding series of Liberty Ventures Common Stock. |
| (2) | The derivative security is fully vested. |
| (3) | This SAR was previously reported as a SAR for 134 shares of Series A Liberty Ventures Common Stock ("LVNTA") at an exercise price of $44.82 per share. On February 27, 2014, the Issuer declared a stock dividend (the "stock dividend"), payable to all holders of record as of 5:00 p.m., New York City time, on April 4, 2014, of one share of LVNTA for each share of LVNTA outstanding. The number of shares and the exercise price of this SAR were adjusted as of each of April 4, 2014, as a result of the stock dividend, and August 27, 2014 as a result of the spin-off (as described in the Remarks section), and, in each case, the anti-dilution provisions of the incentive plan under which this SAR was granted. With respect to the spin-off, the adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. |
| (4) | This SAR was granted as a result of the reattribution dividend (as described in the Remarks section). In connection with the completion of the reattribution dividend, all Original Interactive Awards 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 Adjusted Interactive Award and (ii) an equity award relating to shares of the corresponding series of Liberty Ventures Common Stock. |
| Remarks: On August 27, 2014, the Issuer completed a transaction (the "spin-off") whereby it spun-off its wholly-owned subsidiary Liberty TripAdvisor Holdings, Inc., which was effected by the distribution to each holder of its Liberty Ventures Common Stock of shares of the corresponding series of the common stock of the spun-off subsidiary. In connection with the completion of the spin-off, all equity awards held by the reporting person with respect to the Issuer's Liberty Ventures Common Stock (each an "Original Ventures 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 Ventures Award and (ii) an equity award relating to shares of the corresponding series of Liberty TripAdvisor Holdings, Inc.'s common stock. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. On October 3, 2014, the Issuer declared a stock dividend (the "reattribution dividend"), payable to all holders of record of QVCA as of 5:00 p.m., New York City time, on October 13, 2014, of 0.14217 of a share of LVNTA for each share of QVCA outstanding. | |