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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 (1) | $ 23.8 (1) | 07/27/2016 | J(1) | V | 724 (1) | (2) | 05/10/2017(3) | Series A Liberty Ventures Common Stock | 724 (1) | $ 0 | 724 | D | |||
Stock Option (right to buy) - LVNTA (1) | $ 13.54 (1) | 07/27/2016 | J(1) | V | 560 (1) | (2) | 05/10/2017(3) | Series A Liberty Ventures Common Stock | 560 (1) | $ 0 | 560 | D | |||
Stock Option (right to buy) - LVNTA (1) | $ 40.37 (1) | 07/27/2016 | J(1) | V | 1,158 (1) | 12/17/2016(4) | 12/17/2022(3) | Series A Liberty Ventures Common Stock | 1,158 (1) | $ 0 | 1,158 | 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 | 08/03/2016 | |
**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) | In connection with the completion of the CommerceHub spin-off (as defined in the Remarks section), all option awards held by the reporting person with respect to the Issuer's Liberty Ventures common stock (each, a "pre-CH Spin Ventures Award") were adjusted pursuant to the anti-dilution provisions of the incentive plan under which the option awards were granted, such that the reporting person received (i) an adjustment to the exercise price and number of shares relating to the Pre-CH Spin Ventures Award (as so adjusted, an "Adjusted Ventures Award") and (ii) an option relating to shares of the corresponding series of CommerceHub common stock and an option to purchase shares of CommerceHub Series C 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. |
(2) | The derivative security is fully vested. |
(3) | Except as set forth on this Form 4, the terms of the Adjusted Ventures Award will, in all material respects, be the same as those of the corresponding Pre-CH Spin Ventures Award. |
(4) | The options were granted on December 17, 2015, and vest 100% on December 17, 2016. |
Remarks: On July 22, 2016, the Issuer completed the spin-off (the "CommerceHub spin-off") of its former wholly owned subsidiary, CommerceHub, Inc. ("CommerceHub"), which was effected by the distribution to each holder of the Issuer's Liberty Ventures common stock of 0.1 of a share of the corresponding series of CommerceHub common stock and 0.2 of a share of CommerceHub Series C common stock. 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. |