| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Liberty Interactive Corp [ QVCA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/13/2014 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Series A Liberty Interactive Common Stock | 11/13/2014 | M | 5,683 | A | $16.69 | 24,331 | D | |||
| Series A Liberty Interactive Common Stock | 11/13/2014 | S | 2,337 | D | $28.357 | 21,994 | D | |||
| Series A Liberty Interactive Common Stock | 11/13/2014 | F | 3,346 | D | $28.35 | 18,648 | D | |||
| Series A Liberty Ventures Common Stock | 11/13/2014 | M | 808 | A | $21 | 6,382(1) | D | |||
| Series A Liberty Ventures Common Stock | 11/13/2014 | M | 631 | A | $11.94 | 7,013 | D | |||
| Series A Liberty Ventures Common Stock | 11/13/2014 | F | 693 | D | $35.38 | 6,320 | D | |||
| Series A Liberty Ventures Common Stock | 11/13/2014 | S | 746 | D | $35.371 | 5,574 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) - LVNTA | $11.94(2) | 11/13/2014 | M | 631(2) | (3) | 12/24/2014 | Series A Liberty Ventures Common Stock | 631(2) | $0.0000 | 0.0000 | D | ||||
| Stock Option (right to buy) - LVNTA | $21(4) | 11/13/2014 | M | 808(4) | (3) | 12/24/2014 | Series A Liberty Ventures Common Stock | 808(4) | $0.0000 | 0.0000 | D | ||||
| Stock Option (right to buy) - QVCA | $16.69(5) | 11/13/2014 | M | 5,683(5) | (3) | 12/24/2014 | Series A Liberty Interactive Common Stock | 5,683(5) | $0.0000 | 0.0000 | D | ||||
| Explanation of Responses: |
| 1. 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 as of 5:00 p.m., New York City time, on October 13, 2014 of 0.14217 of a share of Series A Liberty Ventures Common Stock for each share of Series A Liberty Interactive Common Stock outstanding. As a result, the reporting person received 2,650 shares of Series A Liberty Ventures Common Stock as of October 20, 2014. |
| 2. This stock option was previously reported as an option for 311 shares of Series A Liberty Ventures Common Stock at an exercise price of $47.21 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 (as described in the Remarks section), respectively and, in each case the anti-dilution provisions of the incentive plans 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. |
| 3. The derivative security is fully vested. |
| 4. 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 (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. |
| 5. This stock option was previously reported as an option for 6,169 shares of Series A Liberty Interactive Common Stock at an exercise price of $18.12 per share. The number of shares and the exercise price of this option were adjusted as of each of April 4, 2014, August 27, 2014 and October 20, 2014 as a result of the stock dividend, the spin-off (as described in the Remarks section) and the reattribution dividend (as described in the Remarks section), respectively and, in each case the anti-dilution provisions of the incentive plans 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. |
| Remarks: |
| 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 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. 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. |
| /s/ Craig Troyer as Attorney-in-Fact for David E. Rapley | 11/17/2014 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||