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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 | $ 15.64 | 10/01/2015 | A | 864,737 | (4) | 05/15/2023 | Series A QVC Group Common Stock | 864,737 | (5) | 864,737 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
VADON MARK C 12300 LIBERTY BOULEVARD ENGLEWOOD, CO 80112 |
X |
/s/ Craig Troyer as Attorney-in-Fact for Mark C. Vadon | 10/05/2015 | |
**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) | Pursuant to the terms of the Agreement and Plan of Reorganization, dated August 16, 2015, by and among the Issuer, zulily, inc. ("zulily"), Mocha Merger Sub, Inc. and Ziggy Merger Sub, LLC (the "Agreement"), and the Offer (as defined in the Agreement), each share of zulily's Class A Common Stock and zulily's Class B Common Stock (collectively, "zulily Common Stock") beneficially owned by the reporting person was tendered into the Offer in exchange for (i) $9.375 per share in cash, without interest and less any required withholding taxes, and (ii) the right to receive 0.3098 (subject to adjustment as set forth in the Agreement) of a share of the Issuer's Series A QVC Group Common Stock. These shares were received in exchange for shares of zulily Common Stock beneficially owned by the reporting person pursuant to the terms of the Agreement. |
(2) | The reporting person is the manager of Lake Tana LLC and has sole voting and investment power with respect to the shares held by Lake Tana LLC. |
(3) | The reporting person is the manager of Vadon Holdings, LLC and has sole voting and investment power with respect to the shares held by Vadon Holdings, LLC. |
(4) | The option is early-exercisable at any time by the holder of the option. This option is divided into five equal sub-grants. Each sub-grant vests in 48 monthly installments commencing on the following dates: May 16, 2013 (first sub-grant), May 16, 2014 (second sub-grant), May 16, 2015 (third sub-grant), May 16, 2016 (fourth sub-grant) and May 16, 2017 (fifth sub-grant). |
(5) | This stock option award was received pursuant to the terms of the Agreement in exchange for a stock option award held by the reporting person to acquire 1,315,390 shares of zulily's Class B common stock for an exercise price of $10.28 per share. |