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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) - LVNTA | $ 11.45 (7) | 03/30/2015 | M | 5,016 (7) | (8) | 06/14/2015 | Series A Liberty Ventures Common Stock | 5,016 (7) | $ 0 | 0 | D | ||||
| Stock Option (right to buy) - LVNTA | $ 20.13 (9) | 03/30/2015 | M | 6,520 (9) | (8) | 06/14/2015 | Series A Liberty Ventures Common Stock | 6,520 (9) | $ 0 | 0 | D | ||||
| Stock Option (right to buy) - LVNTB | $ 11.8 (10) | 03/30/2015 | M | 44,396 (10) | (8) | 06/14/2015 | Series B Liberty Ventures Common Stock | 44,396 (10) | $ 0 | 0 | D | ||||
| Stock Option (right to buy) - LVNTB | $ 20.76 (11) | 03/30/2015 | M | 56,573 (11) | (8) | 06/14/2015 | Series B Liberty Ventures Common Stock | 56,573 (11) | $ 0 | 0 | D | ||||
| Stock Option (right to buy) - QVCA | $ 16 (12) | 03/30/2015 | M | 45,853 (12) | (8) | 06/14/2015 | Series A Liberty Interactive Common Stock | 45,853 (12) | $ 0 | 0 | D | ||||
| Stock Option (right to buy) - QVCB | $ 16.51 (13) | 03/30/2015 | M | 398,221 (13) | (8) | 06/14/2015 | Series B Liberty Interactive Common Stock | 398,221 (13) | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MALONE JOHN C 12300 LIBERTY BOULEVARD ENGLEWOOD, CO 80112 |
X | X | Chairman of the Board | |
| /s/ Craig Troyer as Attorney-in-Fact for John C. Malone | 04/01/2015 | |
| **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) | Each share of Series B Liberty Interactive Common Stock ("QVCB") is convertible, at the holder's election, into one share of Series A Liberty Interactive Common Stock ("QVCA"), at any time for no consideration other than the surrender of the share of QVCB for each share of QVCA. |
| (2) | Each share of Series B Liberty Ventures Common Stock ("LVNTB") is convertible, at the holder's election, into one share of Series A Liberty Ventures Common Stock ("LVNTA"), at any time for no consideration other than the surrender of the share of LVNTB for each share of LVNTA. |
| (3) | On 8/9/2012, the Issuer distributed a dividend (the "LVNT dividend") to all holders of record as of 5:00 p.m., New York City time, on 8/9/2012, of 0.05 of a share of the corresponding series of Liberty Ventures common stock for each share of the corresponding series of the Liberty Interactive common stock outstanding. On 2/27/2014, 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 4/4/2014, of one share of LVNTB for each share of LVNTB outstanding. On 10/3/2014, the Issuer declared a stock dividend (the "reattribution dividend"), payable to all holders of record of QVCB as of 5:00 p.m., New York City time, on 10/13/2014, of 0.14217 of a share of LVNTB for each share of QVCB outstanding. As a result of the LVNT dividend, the stock dividend and the reattribution dividend, the reporting person received 1,297,320 LVNTB shares, 1,297,320 LVNTB shares and 3,688,800 LVNTB shares, respectively. |
| (4) | 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 March 30, 2015. |
| (5) | The reporting person disclaims beneficial ownership of these shares owned by his spouse. |
| (6) | As a result of the LVNT dividend, the stock dividend and the reattribution dividend, the reporting person's spouse received 42,617 LVNTB shares, 42,617 LVNTB shares and 121,179 LVNTB shares, respectively. The reporting person disclaims beneficial ownership of these shares owned by his spouse. |
| (7) | This stock option was previously reported as an option for 2,470 shares of LVNTA at an exercise price of $45.27 per share. The number of shares and the exercise price of this option were adjusted as of each of 4/4/2014, as a result of the stock dividend, and 8/27/2014 as a result of the spin-off (as described in the Remarks section), and, in each case, the anti-dilution provisions of the incentive plans under which such option 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. |
| (8) | The derivative security is fully vested. |
| (9) | This stock option was granted as a result of the reattribution dividend. 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 (as so adjusted, an "Adjusted Interactive Award") and (ii) an equity award relating to shares of the corresponding series of Liberty Ventures common stock. |
| (10) | This stock option was previously reported as an option for 21,867 shares of LVNTB at an exercise price of $46.69 per share. The number of shares and the exercise price of this option were adjusted as of each of 4/4/2014, as a result of the stock dividend, and 8/27/2014 as a result of the spin-off (as described in the Remarks section), and, in each case, the anti-dilution provisions of the incentive plans under which such option 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. |
| (11) | This stock option was granted as a result of the reattribution dividend. 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. |
| (12) | This stock option was previously reported as an option relating to 49,764 shares of QVCA at an exercise price of $17.37 per share. The number of shares relating to and the exercise price of this option were adjusted as of 10/20/2014 as a result of the reattribution dividend (as described in footnotes 3 and 9) and pursuant to the anti-dilution provisions of the incentive plans under which such option was granted. |
| (13) | This stock option was previously reported as an option relating to 432,001 shares of QVCB at an exercise price of $17.92 per share. The number of shares relating to and the exercise price of this option were adjusted as of 10/20/2014 as a result of the reattribution dividend (as described in footnotes 3 and 9) and pursuant to the anti-dilution provisions of the incentive plans under which such option was granted. |
| Remarks: On 8/27/2014, the Issuer completed a transaction (the "spin-off") whereby it spun-off its wholly-owned subsidiary Liberty TripAdvisor Holdings, Inc. ("TripCo"), 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 TripCo. 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 TripCo'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. | |