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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 | $ 22.31 (1) | (2) | 12/16/2015 | Series A Liberty Ventures Common Stock | 175,492 (1) | 175,492 | D | ||||||||
Stock Option (right to buy) - LVNTA | $ 14.86 (3) | (2) | 12/16/2015 | Series A Liberty Ventures Common Stock | 135,945 (3) | 135,945 | D | ||||||||
Stock Option (right to buy) - LVNTA | $ 22.31 (1) | (2) | 12/17/2019 | Series A Liberty Ventures Common Stock | 777,264 (1) | 777,264 | D | ||||||||
Stock Option (right to buy) - LVNTA | $ 14.86 (4) | (2) | 12/17/2019 | Series A Liberty Ventures Common Stock | 566,179 (4) | 566,179 | D | ||||||||
Stock Option (right to buy) QVCA | $ 17.74 (5) | (2) | 12/16/2015 | Series A QVC Group Common Stock | 1,235,078 (5) | 1,235,078 | D | ||||||||
Stock Option (right to buy) QVCA | $ 17.74 (6) | (2) | 12/17/2019 | Series A QVC Group Common Stock | 5,470,228 (6) | 5,470,228 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MAFFEI GREGORY B 12300 LIBERTY BOULEVARD ENGLEWOOD, CO 80112 |
X | President, CEO |
/s/ Craig Troyer as Attorney-in-Fact for Gregory B. Maffei | 11/19/2015 | |
**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 option 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 equity awards held by the reporting person with respect to the Issuer's Liberty Interactive Common Stock, now known as the Issuer's QVC Group 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. |
(2) | The derivative security is fully vested. |
(3) | This stock option was previously reported as an option for 66,950 shares of Series A Liberty Ventures Common Stock ("LVNTA") at an exercise price of $58.80 per share. The number of shares and the exercise price of this option were adjusted as of each of April 4, 2014 and August 27, 2014 as a result of the stock dividend (as described in the Remarks section) and the spin-off (as described in the Remarks section) and, in each case pursuant to the anti-dilution provisions of the incentive plan 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 ("Rule 16b-3"). |
(4) | This stock option was previously reported as an option for 278,831 shares of LVNTA at an exercise price of $58.80 per share. The number of shares and the exercise price of this option were adjusted as of each of April 4, 2014 and August 27, 2014 as a result of the stock dividend and the spin-off and, in each case pursuant to the anti-dilution provisions of the incentive plan 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. |
(5) | This stock option was previously reported as an option for 1,339,587 shares of Series A Liberty Interactive Common Stock, now known as the Series A QVC Group 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 a result of the reattribution dividend (as described in footnote 4) and pursuant to the anti-dilution provisions of the incentive plan under which such option was granted. |
(6) | This stock option was previously reported as an option for 5,933,101 shares of Series A Liberty Interactive Common Stock, now known as the Series A QVC Group 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 a result of the reattribution dividend (as described in footnote 4) and pursuant to the anti-dilution provisions of the incentive plan under which such option was granted. |
Remarks: 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. 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 as of 5:00 p.m., New York City time, on August 21, 2014, 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 were adjusted pursuant to the anti-dilution provisions of the incentive plans under which the equity awards were granted. With respect to the spin-off, the adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3. 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, now known as the Issuer's Series A QVC Group Common Stock, 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 Series A Liberty Interactive Common Stock outstanding. The reporting person is voluntarily filing this Form 4 for the purpose of reporting the adjustments described above. This Form 4 does not report any new transactions. |