0001225208-14-024071.txt : 20141126 0001225208-14-024071.hdr.sgml : 20141126 20141126134106 ACCESSION NUMBER: 0001225208-14-024071 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20141124 FILED AS OF DATE: 20141126 DATE AS OF CHANGE: 20141126 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Liberty Interactive Corp CENTRAL INDEX KEY: 0001355096 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 841288730 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12300 LIBERTY BOULEVARD CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 7208755400 MAIL ADDRESS: STREET 1: 12300 LIBERTY BOULEVARD CITY: ENGLEWOOD STATE: CO ZIP: 80112 FORMER COMPANY: FORMER CONFORMED NAME: LIBERTY MEDIA CORP DATE OF NAME CHANGE: 20060512 FORMER COMPANY: FORMER CONFORMED NAME: Liberty Media Holding CORP DATE OF NAME CHANGE: 20060303 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GEORGE MICHAEL A CENTRAL INDEX KEY: 0001280367 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33982 FILM NUMBER: 141252864 4 1 doc4.xml X0306 4 2014-11-24 0001355096 Liberty Interactive Corp QVCA 0001280367 GEORGE MICHAEL A 12300 LIBERTY BOULEVARD ENGLEWOOD CO 80112 1 Series A Liberty Interactive Common Stock 2014-11-24 4 M 0 106007.0000 17.7400 A 1037186.0000 D Series A Liberty Interactive Common Stock 2014-11-24 4 S 0 106007.0000 28.3293 D 931179.0000 D Series A Liberty Ventures Common Stock 2014-11-24 4 M 0 16572.0000 22.3100 A 233697.0000 D Series A Liberty Ventures Common Stock 2014-11-24 4 M 0 12755.0000 14.8600 A 246452.0000 D Series A Liberty Ventures Common Stock 2014-11-24 4 S 0 1474.0000 36.3960 D 244978.0000 D Series A Liberty Ventures Common Stock 2014-11-24 4 S 0 27853.0000 36.1040 D 217125.0000 D Stock Option (right to buy) - LVNTA 14.8600 2014-11-24 4 M 0 12755.0000 0.0000 D 2016-02-27 Series A Liberty Ventures Common Stock 12755.0000 0.0000 D Stock Option (right to buy) - LVNTA 22.3100 2014-11-24 4 M 0 16572.0000 0.0000 D 2016-02-27 Series A Liberty Ventures Common Stock 16572.0000 0.0000 D Stock Option (right to buy) - QVCA 17.7400 2014-11-24 4 M 0 106007.0000 0.0000 D 2016-02-27 Series A Liberty Interactive Common Stock 106007.0000 10628.0000 D Such transactions were effected pursuant to a 10b5-1 trading plan adopted by the reporting person in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. Open market sale pursuant to a 10b5-1 trading plan adopted by the reporting person in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The price is a weighted average price. These shares were sold in multiple transactions ranging from $28.10 to $28.52, inclusive. The reporting person undertakes to provide to the Securities and Exchange Commission, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range. The price is a weighted average price. These shares were sold in multiple transactions ranging from $36.36 to $36.45, inclusive. The reporting person undertakes to provide to the Securities and Exchange Commission, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range. The price is a weighted average price. These shares were sold in multiple transactions ranging from $35.36 to $36.35, inclusive. The reporting person undertakes to provide to the Securities and Exchange Commission, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range. This stock option was previously reported as an option for 6,282 shares of Series A Liberty Ventures Common Stock at an exercise price of $58.80 per share. The number of shares and the exercise price of this option were adjusted as of each of April 4, 2014, as a result of the stock dividend declared by the Issuer on February 27, 2014 (the "stock dividend"), and August 27, 2014 as a result of the spin-off (as described in the Remarks section), and, in each case pursuant to 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. The derivative security is fully vested. 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. 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. This stock option was previously reported as an option relating to 126,505 shares of Series A Liberty Interactive Common Stock at an exercise price of $19.255 per share. The number of shares relating to and the exercise price of this option were adjusted as of October 20, 2014 as a result of the reattribution dividend (as described in footnote 8) and pursuant to the anti-dilution provisions of the incentive plans under which such option was granted. 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 and "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. /s/ Craig Troyer as Attorney-in-Fact for Michael A. George 2014-11-26