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