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