0001104659-20-107956.txt : 20200923
0001104659-20-107956.hdr.sgml : 20200923
20200923190902
ACCESSION NUMBER: 0001104659-20-107956
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200914
FILED AS OF DATE: 20200923
DATE AS OF CHANGE: 20200923
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MAFFEI GREGORY B
CENTRAL INDEX KEY: 0001099636
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33982
FILM NUMBER: 201193124
MAIL ADDRESS:
STREET 1: 12300 LIBERTY BLVD
CITY: ENGLEWOOD
STATE: CO
ZIP: 80112
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Qurate Retail, Inc.
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 Interactive Corp
DATE OF NAME CHANGE: 20110923
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
4
1
a4.xml
4
X0306
4
2020-09-14
0
0001355096
Qurate Retail, Inc.
QRTEA
0001099636
MAFFEI GREGORY B
12300 LIBERTY BOULEVARD
ENGLEWOOD
CO
80112
1
1
1
0
Chairman of the Board
8% Series A Cumulative Redeemable Preferred Stock
2020-09-14
5
J
0
E
162961.0000
0.0000
A
162961.0000
D
8% Series A Cumulative Redeemable Preferred Stock
2020-09-14
5
J
0
E
279.0000
0.0000
A
279.0000
I
By 401(k) Savings Plan
Restricted Stock Units - QRTEP
2020-09-14
5
J
0
E
1133.0000
0.0000
A
2020-12-10
2020-12-10
8% Series A Cumulative Redeemable Preferred Stock
1133.0000
1133.0000
D
Stock Option (right to buy) - QRTEA
4.9800
2023-12-21
2026-12-15
Series A Common Stock
3513487.0000
3513487.0000
D
Stock Option (right to buy) - QRTEA
15.6800
2024-12-26
Series A Common Stock
328920.0000
328920.0000
D
Stock Option (right to buy) - QRTEB
10.9900
2026-03-06
Series B Common Stock
43081.0000
43081.0000
D
Stock Option (right to buy) - QRTEB
14.5400
2024-05-11
Series B Common Stock
252463.0000
252463.0000
D
Stock Option (right to buy) - QRTEB
15.3000
2023-03-29
Series B Common Stock
1198078.0000
1198078.0000
D
Stock Option (right to buy) - QRTEB
16.9200
2025-03-05
Series B Common Stock
287601.0000
287601.0000
D
Stock Option (right to buy) - QRTEB
17.9200
2022-03-31
Series B Common Stock
184477.0000
184477.0000
D
Stock Option (right to buy) - QRTEB
18.2000
2021-12-24
Series B Common Stock
1060524.0000
1060524.0000
D
On August 21, 2020, the Issuer announced that an authorized committee of the Issuer's board of directors declared a special dividend on each outstanding share of its common stock payable on September 14, 2020 to all holders of record as of 5:00 p.m., New York City time, on August 31, 2020 consisting of (i) a special cash dividend in the amount of $1.50 per common share and (ii) a special dividend of 0.03 shares of newly issued 8.0% Series A Cumulative Redeemable Preferred Stock (the "Preferred Shares"), having an initial liquidation price of $100 per Preferred Share (the "Dividend"). As a result of the Dividend, the reporting person (i) directly received 162,961 Preferred Shares and (ii) indirectly received 279 Preferred Shares through the 401(k) Savings Plan. The receipt of Preferred Shares in the Dividend was approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended ("Rule 16b-3").
The number of Preferred Shares reported as received by the reporting person's 401(k) is based on a statement from the Plan Administrator dated as of September 22, 2020.
Each restricted stock unit ("RSU") represents a contingent right to receive one Preferred Share.
In connection with the Dividend, all RSUs with respect to the Issuer's common stock ("Original RSUs") were adjusted pursuant to the anti-dilution provisions of the incentive plans under which RSU awards held by the reporting person were granted. Each holder of an Original RSU was entitled to receive an RSU with respect to a number of Preferred Shares equal to 0.03 multiplied by the number of shares of common stock underlying the Original RSU, subject to the same terms and conditions as the Original RSU. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3.
This stock option award was previously reported as an option relating to 2,133,697 shares of the Issuer's Series A common stock at an exercise price of $8.17 per share and was adjusted as a result of the Dividend. In connection with the Dividend, all stock options held by the reporting person with respect to the Issuer's common stock were adjusted pursuant to the anti-dilution provisions of the incentive plan under which such award was granted, such that the reporting person received an adjustment to (i) the exercise price and (ii) the number of shares relating to such option. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3.
This stock option award was previously reported as an option relating to 200,402 shares of the Issuer's Series A common stock at an exercise price of $25.74 per share and was adjusted as a result of the Dividend. In connection with the Dividend, all stock options held by the reporting person with respect to the Issuer's common stock were adjusted pursuant to the anti-dilution provisions of the incentive plan under which such award was granted, such that the reporting person received an adjustment to (i) the exercise price and (ii) the number of shares relating to such option. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3.
The derivative security is fully vested.
This stock option award was previously reported as an option relating to 26,292 shares of the Issuer's Series B common stock at an exercise price of $18.03 per share and was adjusted as a result of the Dividend. In connection with the Dividend, all stock options held by the reporting person with respect to the Issuer's common stock were adjusted pursuant to the anti-dilution provisions of the incentive plan under which such award was granted, such that the reporting person received an adjustment to (i) the exercise price and (ii) the number of shares relating to such option. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3.
This stock option award was previously reported as an option relating to 153,806 shares of the Issuer's Series B common stock at an exercise price of $23.87 per share and was adjusted as a result of the Dividend. In connection with the Dividend, all stock options held by the reporting person with respect to the Issuer's common stock were adjusted pursuant to the anti-dilution provisions of the incentive plan under which such award was granted, such that the reporting person received an adjustment to (i) the exercise price and (ii) the number of shares relating to such option. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3.
This stock option award was previously reported as an option relating to 730,273 shares of the Issuer's Series B common stock at an exercise price of $25.11 per share and was adjusted as a result of the Dividend. In connection with the Dividend, all stock options held by the reporting person with respect to the Issuer's common stock were adjusted pursuant to the anti-dilution provisions of the incentive plan under which such award was granted, such that the reporting person received an adjustment to (i) the exercise price and (ii) the number of shares relating to such option. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3.
This stock option award was previously reported as an option relating to 175,281 shares of the Issuer's Series B common stock at an exercise price of $27.77 per share and was adjusted as a result of the Dividend. In connection with the Dividend, all stock options held by the reporting person with respect to the Issuer's common stock were adjusted pursuant to the anti-dilution provisions of the incentive plan under which such award was granted, such that the reporting person received an adjustment to (i) the exercise price and (ii) the number of shares relating to such option. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3.
This stock option award was previously reported as an option relating to 112,436 shares of the Issuer's Series B common stock at an exercise price of $29.41 per share and was adjusted as a result of the Dividend. In connection with the Dividend, all stock options held by the reporting person with respect to the Issuer's common stock were adjusted pursuant to the anti-dilution provisions of the incentive plan under which such award was granted, such that the reporting person received an adjustment to (i) the exercise price and (ii) the number of shares relating to such option. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3.
This stock option award was previously reported as an option relating to 646,352 shares of the Issuer's Series B common stock at an exercise price of $29.87 per share and was adjusted as a result of the Dividend. In connection with the Dividend, all stock options held by the reporting person with respect to the Issuer's common stock were adjusted pursuant to the anti-dilution provisions of the incentive plan under which such award was granted, such that the reporting person received an adjustment to (i) the exercise price and (ii) the number of shares relating to such option. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3.
The Reporting Person is voluntarily filing this Form 4 to report the receipt of Preferred Shares in the Dividend and the equity award adjustments as described above.
/s/ Craig Troyer as Attorney-in-Fact for Gregory B. Maffei
2020-09-23