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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) | $ 20.52 (1) | 11/09/2016 | J(1) | V | 294,983 (1) | (2) | 12/17/2019(3) | Series A Liberty Ventures Common Stock | 294,983 (1) | $ 0 | 294,983 | D | |||
Stock Option (right to buy) - LVNTA (1) | $ 13.67 (1) | 11/09/2016 | J(1) | V | 206,127 (1) | (2) | 12/17/2019(3) | Series A Liberty Ventures Common Stock | 206,127 (1) | $ 0 | 206,127 | D | |||
Stock Option (right to buy) - LVNTA (1) | $ 20.52 (1) | 11/09/2016 | J(1) | V | 147,894 (1) | (2) | 12/17/2019(3) | Series A Liberty Ventures Common Stock | 147,894 (1) | $ 0 | 442,877 | D | |||
Stock Option (right to buy) - LVNTA (1) | $ 13.67 (1) | 11/09/2016 | J(1) | V | 116,437 (1) | (2) | 12/17/2019(3) | Series A Liberty Ventures Common Stock | 116,437 (1) | $ 0 | 322,564 | D | |||
Stock Option (right to buy) - LVNTB (1) | $ 38.93 (1) | 11/09/2016 | J(1) | V | 64,732 (1) | (2) | 03/31/2022(3) | Series B Liberty Ventures Common Stock | 64,732 (1) | $ 0 | 64,732 | D | |||
Stock Option (right to buy) - LVNTB (1) | $ 34.61 (1) | 11/09/2016 | J(1) | V | 803,245 (1) | (4) | 12/24/2021(3) | Series B Liberty Ventures Common Stock | 803,245 (1) | $ 0 | 803,245 | D | |||
Stock Option (right to buy) - LVNTB (1) | $ 35.68 (1) | 11/09/2016 | J(1) | V | 119,545 (1) | 12/31/2016 | 03/29/2023(3) | Series B Liberty Ventures Common Stock | 119,545 (1) | $ 0 | 119,545 | 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 | 11/14/2016 | |
**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 Redemption (as defined in the Remarks section), all option awards held by the reporting person with respect to Liberty Interactive Corporation's (the "Issuer") Liberty Ventures common stock (each, a "Pre-Split 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-Split Ventures Award (as so adjusted, an "Adjusted Ventures Award") and (ii) an option relating to shares of the corresponding series of Liberty Expedia Holdings, Inc. ("Splitco") 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-Split Ventures Award. |
(4) | The options were granted on December 24, 2014; 50% vest on December 24, 2018, and 50% vest on December 24, 2019. |
Remarks: On November 4, 2016, the Issuer redeemed (the "Redemption") a portion of the shares of its Liberty Ventures common stock for shares of common stock of Splitco. In the Redemption, the Issuer redeemed (i) 0.4 of each outstanding share of its Series A Liberty Ventures common stock for 0.4 of a share of Splitco's Series A common stock and (ii) 0.4 of each outstanding share of its Series B Liberty Ventures common stock for 0.4 of a share of Splitco's Series B common stock (in each case, with cash paid in lieu of any fractional shares). |