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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) - QRTEB | $ 16.71 | 06/03/2021 | D | 197,783 | (6) | 03/31/2022 | Series B Common Stock | 197,783 | (7) | 0 | D | ||||
| Stock Option (right to buy) - QRTEB | $ 16.97 | 06/03/2021 | D | 1,137,228 | (6) | 12/24/2021 | Series B Common Stock | 1,137,228 | (7) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MAFFEI GREGORY B 12300 LIBERTY BOULEVARD ENGLEWOOD, CO 80112 |
X | X | Chairman of the Board | |
| /s/ Brittany A. Uthoff as Attorney-in-Fact for Gregory B. Maffei | 06/07/2021 | |
| **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) | On June 3, 2021, the Issuer and the reporting person entered into a Stock Exchange Agreement (the "Exchange Agreement") whereby the reporting person acquired 5,378,308 shares of Series B Common Stock from the Issuer in exchange for an equivalent number of shares of Series A Common Stock. This exchange was approved by a committee of the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. |
| (2) | Each share of Series B Common Stock is convertible, at the holder's election, into one share of Series A Common Stock, at any time for no consideration other than the surrender of the share of Series B Common Stock for each share of Series A Common Stock. |
| (3) | Represents a restricted stock award that is scheduled to vest, subject to the reporting person's continued employment with the Issuer, in two equal tranches on each of December 10, 2024 and the fifth anniversary of the grant date, subject to earlier vesting under certain circumstances. See also Footnote 4. |
| (4) | On June 3, 2021, pursuant to the Letter Agreement (as defined in the Remarks section), the reporting person waived his rights to assert that certain specified events described therein would constitute a "Change in Control" or "Good Reason" (as defined in his Employment Agreement (as defined in the Remarks section)) with respect to the Issuer and agreed not to terminate his employment with the Issuer in connection with such events, which would have resulted in the severance-related obligations of the Issuer described in the Remarks section, and he agreed to the cancellation of certain stock options, as reported in Table II above. In consideration of the foregoing, the reporting person received the restricted stock grant of Series B Common Stock reported in Table I above and the Issuer agreed that its portion of the reporting person's annual equity awards to be granted for 2022, 2023 and 2024 pursuant to the Employment Agreement will be granted with respect to Series B Common Stock. |
| (5) | 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 May 31, 2021. |
| (6) | The derivative security was fully vested. |
| (7) | On June 3, 2021, pursuant to the Letter Agreement (as defined in the Remarks section), the reporting person waived his rights to assert that certain specified events described therein would constitute a "Change in Control" or "Good Reason" (as defined in his Employment Agreement (as defined in the Remarks section)) with respect to the Issuer and agreed not to terminate his employment with the Issuer in connection with such events, which would have resulted in the severance-related obligations of the Issuer described in the Remarks section, and he agreed to the cancellation of certain stock options, as reported in Table II above. In consideration of the foregoing, the reporting person received the restricted stock grant of Series B Common Stock reported in Table I above and the Issuer agreed that its portion of the reporting person's annual equity awards to be granted for 2022, 2023 and 2024 will be granted with respect to Series B Common Stock. |
| Remarks: As a result of certain transactions between Mr. John C. Malone and in the absence of the negotiated letter agreement, dated June 3, 2021, among the Issuer, Liberty Media Corporation ("LMC") and the reporting person (the "Letter Agreement"), the reporting person would have had the right to assert that a "Change of Control" (as defined in that certain Executive Employment Agreement, dated as of December 13, 2019 (the "Employment Agreement"), by and between LMC and the reporting person) with respect to the Issuer had occurred and that the reporting person had "Good Reason" (as defined in the Employment Agreement) to resign from and terminate his employment with the Issuer, which would have resulted in accelerated vesting of his unvested equity awards and other payments by the Issuer to the reporting person and LMC. | |