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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 | ||||||||
Restricted Stock Units - QRTEA | (1) | 08/18/2021 | A | 508,865 (2) | (3) | (3) | Series A Common Stock | 508,865 | $ 0 | 508,865 | D | ||||
Stock Option (right to buy) - QRTEA | $ 10.5 | 08/18/2021 | A | 1,185,053 (4) | (5) | 08/18/2028 | Series A Common Stock | 1,185,053 | $ 0 | 1,185,053 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Rawlinson David 12300 LIBERTY BOULEVARD ENGLEWOOD, CO 80112 |
President/CEO-Elect |
/s/ Brittany A. Uthoff as Attorney-in-Fact for David Rawlinson II | 08/20/2021 | |
**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) | Each restricted stock unit represents a contingent right to receive one share of Series A common stock. |
(2) | This grant of restricted stock units is made pursuant to the employment agreement, effective as of July 12, 2021, between the reporting person and the Issuer (the "Agreement"). Pursuant to the Agreement, the reporting person was entitled to an award of restricted stock units with respect to the Issuer's Series A common stock with a grant date value equal to $5,979,167, subject to the terms and conditions set forth in the Agreement. |
(3) | The restricted stock units will vest 13% on December 10, 2021, and 29% on each of December 10, 2022, December 10, 2023 and December 10, 2024. |
(4) | This stock option is granted pursuant to the Agreement. Pursuant to the Agreement, the reporting person was entitled to receive options to acquire the Issuer's Series A common stock with a grant date value equal to $6,662,500 and with an exercise price equal to the Fair Market Value (as defined in the Qurate Retail, Inc. 2020 Omnibus Incentive Plan, as amended from time to time) on the date of grant, subject to the other terms and conditions set forth in the Agreement. |
(5) | The options will vest 50% on December 31, 2023 and 50% on December 31, 2024. |