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) 07/01/2015 | ||||||||||||||||||||||||||
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 Ventures Common Stock | 07/01/2015 | M(1) | 67,482 | A | $22.31 | 284,607 | D | |||
Series A Liberty Ventures Common Stock | 07/01/2015 | S(2) | 67,482 | D | $39.0546(3) | 217,125 | D | |||
Series A QVC Group Common Stock | 07/01/2015 | M(1) | 270,111 | A | $17.74 | 1,201,290 | D | |||
Series A QVC Group Common Stock | 07/01/2015 | S(2) | 270,111 | D | $27.8319(4) | 931,179 | D |
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(5) | $22.31 | 07/01/2015 | M(1) | 67,482 | (6) | 03/01/2017 | Series A Liberty Ventures Common Stock | 67,482 | $0.0000 | 9,277 | D | ||||
Stock Option (right to buy) QVCA | $17.74(7) | 07/01/2015 | M(1) | 270,111(7) | (6) | 03/01/2017 | Series A QVC Group Common Stock | 270,111(7) | $0.0000 | 270,110 | D |
Explanation of Responses: |
1. 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. |
2. 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. |
3. The price is a weighted average price. These shares were sold in multiple transactions ranging from $38.71 to $39.65, 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. |
4. The price is a weighted average price. These shares were sold in multiple transactions ranging from $27.665 to $28.090, 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. |
5. This stock option 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 equity awards held by the reporting person with respect to the Issuer's Liberty Interactive Common Stock, now known as the Issuer's QVC Group 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. |
6. The derivative security is fully vested. |
7. The number of shares relating to and the exercise price of this option were adjusted as a result of the reattribution dividend (as described in footnote 5) and pursuant to the anti-dilution provisions of the incentive plan under which such option was granted. |
Remarks: |
On October 3, 2014, the Issuer declared a stock dividend (the "reattribution dividend"), payable to all holders of record of the Issuer's Series A Liberty Interactive Common Stock, now known as the Issuer's Series A QVC Group 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. |
/s/ Craig Troyer as Attorney-in-Fact for Michael A. George | 07/02/2015 | |
** 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. |