SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* RAPLEY DAVID E (Last) (First) (Middle) 12300 LIBERTY BOULEVARD (Street) ENGLEWOOD CO 80112 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Liberty Interactive Corp [ QVCA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/23/2015
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	03/23/2015		M		2,511	A	$15.85	23,016	D
Series A Liberty Interactive Common Stock	03/23/2015		F		1,348	D	$29.54	21,668	D
Series A Liberty Ventures Common Stock	03/23/2015		M		356	A	$19.93	6,717	D
Series A Liberty Ventures Common Stock	03/23/2015		M		272	A	$11.33	6,989	D
Series A Liberty Ventures Common Stock	03/23/2015		F		244	D	$41.95	6,745	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Appreciation Rights	$15.85(1)	03/23/2015		M			2,511(1)	(2)	06/01/2015	Series A Liberty Interactive Common Stock	2,511(1)	$0.0000	0.0000	D
Stock Appreciation Rights - LVNTA	$11.33(3)	03/23/2015		M			272(3)	(2)	06/01/2015	Series A Liberty Ventures Common Stock	272(3)	$0.0000	0.0000	D
Stock Appreciation Rights - LVNTA	$19.93(4)	03/23/2015		M			356(4)	(2)	06/01/2015	Series A Liberty Ventures Common Stock	356(4)	$0.0000	0.0000	D

Explanation of Responses:

1. This stock appreciation right ("SAR") was previously reported as a SAR relating to 2,724 shares of Series A Liberty Interactive Common Stock ("QVCA") at an exercise price of $17.20 per share. In connection with the completion of the reattribution dividend (as described in the Remarks section), 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 (as so adjusted, an "Adjusted Interactive Award") and (ii) an equity award relating to shares of the corresponding series of Liberty Ventures Common Stock.

2. The derivative security is fully vested.

3. This SAR was previously reported as a SAR for 134 shares of Series A Liberty Ventures Common Stock ("LVNTA") at an exercise price of $44.82 per share. On February 27, 2014, the Issuer declared a stock dividend (the "stock dividend"), payable to all holders of record as of 5:00 p.m., New York City time, on April 4, 2014, of one share of LVNTA for each share of LVNTA outstanding. The number of shares and the exercise price of this SAR were adjusted as of each of April 4, 2014, as a result of the stock dividend, and August 27, 2014 as a result of the spin-off (as described in the Remarks section), and, in each case, the anti-dilution provisions of the incentive plan under which this SAR 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.

4. This SAR was granted as a result of the reattribution dividend (as described in the Remarks section). In connection with the completion of the reattribution dividend, all Original Interactive Awards 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 Adjusted Interactive Award and (ii) an equity award relating to shares of the corresponding series of Liberty Ventures Common Stock.

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 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 (each an "Original Ventures 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 Ventures Award and (ii) an equity award relating to shares of the corresponding series of Liberty TripAdvisor Holdings, Inc.'s 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. On October 3, 2014, the Issuer declared a stock dividend (the "reattribution dividend"), payable to all holders of record of QVCA as of 5:00 p.m., New York City time, on October 13, 2014, of 0.14217 of a share of LVNTA for each share of QVCA outstanding.

	/s/ Craig Troyer as Attorney-in-Fact for David E. Rapley	03/25/2015
	** Signature of Reporting Person	Date
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