| 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) 12/26/2017 | ||||||||||||||||||||||||||
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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 | 12/26/2017 | M | 294,983 | A | $20.52 | 375,418(1) | D | |||
| Series A Liberty Ventures Common Stock | 12/26/2017 | M | 206,127 | A | $13.67 | 581,545 | D | |||
| Series A Liberty Ventures Common Stock | 12/26/2017 | M | 147,894 | A | $20.52 | 729,439 | D | |||
| Series A Liberty Ventures Common Stock | 12/26/2017 | M | 116,437 | A | $13.67 | 845,876 | D | |||
| Series A Liberty Ventures Common Stock | 12/26/2017 | F | 69,432 | D | $55.96 | 776,444 | D | |||
| Series A Liberty Ventures Common Stock | 12/26/2017 | F | 122,914 | D | $55.96 | 653,530 | D | |||
| Series A Liberty Ventures Common Stock | 12/26/2017 | F | 293,048 | D | $55.96 | 360,482 | D | |||
| Series A QVC Group Common Stock | 12/26/2017 | M | 3,643,497 | A | $17.74 | 7,341,436 | D | |||
| Series A QVC Group Common Stock | 12/26/2017 | M | 1,826,731 | A | $17.74 | 9,168,167 | D | |||
| Series A QVC Group Common Stock | 12/26/2017 | F | 4,562,010 | D | $25.74 | 4,606,157 | D | |||
| Series B Liberty Ventures Common Stock(2) | 12/26/2017 | M | 803,245 | A | $34.61 | 839,643 | D | |||
| Series B Liberty Ventures Common Stock(2) | 12/26/2017 | M | 268,889 | A | $52.39 | 1,108,532 | D | |||
| Series B Liberty Ventures Common Stock(2) | 12/26/2017 | M | 119,545 | A | $35.68 | 1,228,077 | D | |||
| Series B Liberty Ventures Common Stock(2) | 12/26/2017 | M | 64,732 | A | $38.93 | 1,292,809 | D | |||
| Series B Liberty Ventures Common Stock(2) | 12/26/2017 | F | 54,030 | D | $56.38 | 1,238,779 | D | |||
| Series B Liberty Ventures Common Stock(2) | 12/26/2017 | F | 96,099 | D | $56.38 | 1,142,680 | D | |||
| Series B Liberty Ventures Common Stock(2) | 12/26/2017 | F | 258,724 | D | $56.38 | 883,956 | D | |||
| Series B Liberty Ventures Common Stock(2) | 12/26/2017 | F | 637,561 | D | $56.38 | 246,395 | D | |||
| Series A Liberty Ventures Common Stock | 12/27/2017 | G | V | 2,460 | D | $0.0000 | 358,022 | D | ||
| Series A Liberty Ventures Common Stock | 878(3) | I | By 401(k) Savings Plan | |||||||
| Series A QVC Group Common Stock | 7,511(3) | I | By 401(k) Savings Plan | |||||||
| Series A Liberty Ventures Common Stock | 574,211(1) | I | Maven 2017 - 1 GRAT | |||||||
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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 | $55.96 | 12/26/2017 | A | 442,877 | (4) | 12/17/2019 | Series A Liberty Ventures Common Stock | 442,877 | $0.0000 | 442,877 | D | ||||
| Stock Option (right to buy) - LVNTA | $55.96 | 12/26/2017 | A | 206,127 | (4) | 12/17/2019 | Series A Liberty Ventures Common Stock | 206,127 | $0.0000 | 649,004 | D | ||||
| Stock Option (right to buy) - LVNTA | $55.96 | 12/26/2017 | A | 116,437 | (4) | 12/17/2019 | Series A Liberty Ventures Common Stock | 116,437 | $0.0000 | 765,441 | D | ||||
| Stock Option (right to buy) - LVNTA | $13.67 | 12/26/2017 | M | 116,437 | (4) | 12/17/2019 | Series A Liberty Ventures Common Stock | 116,437 | $0.0000 | 206,127 | D | ||||
| Stock Option (right to buy) - LVNTA | $20.52 | 12/26/2017 | M | 147,894 | (4) | 12/17/2019 | Series A Liberty Ventures Common Stock | 147,894 | $0.0000 | 294,983 | D | ||||
| Stock Option (right to buy) - LVNTA | $13.67 | 12/26/2017 | M | 206,127 | (4) | 12/17/2019 | Series A Liberty Ventures Common Stock | 206,127 | $0.0000 | 0.0000 | D | ||||
| Stock Option (right to buy) - LVNTA | $20.52 | 12/26/2017 | M | 294,983 | (4) | 12/17/2019 | Series A Liberty Ventures Common Stock | 294,983 | $0.0000 | 0.0000 | D | ||||
| Stock Option (right to buy) - LVNTA | $55.96 | 12/26/2017 | A | 108,557 | 12/31/2017 | 12/26/2024 | Series A Liberty Ventures Common Stock | 108,557 | $0.0000 | 108,557 | D | ||||
| Stock Option (right to buy) - LVNTB | $56.38 | 12/26/2017 | A | 119,545 | (4) | 03/29/2023 | Series B Liberty Ventures Common Stock | 119,545 | $0.0000 | 119,545 | D | ||||
| Stock Option (right to buy) - LVNTB | $35.68 | 12/26/2017 | M | 119,545 | (4) | 03/29/2023 | Series B Liberty Ventures Common Stock | 119,545 | $0.0000 | 0.0000 | D | ||||
| Stock Option (right to buy) - LVNTB | $56.38 | 12/26/2017 | A | 64,732 | (4) | 03/31/2022 | Series B Liberty Ventures Common Stock | 64,732 | $0.0000 | 64,732 | D | ||||
| Stock Option (right to buy) - LVNTB | $38.93 | 12/26/2017 | M | 64,732 | (4) | 03/31/2022 | Series B Liberty Ventures Common Stock | 64,732 | $0.0000 | 0.0000 | D | ||||
| Stock Option (right to buy) - LVNTB | $56.38 | 12/26/2017 | A | 637,561 | (5) | 12/24/2021 | Series B Liberty Ventures Common Stock | 637,561 | $0.0000 | 637,561 | D | ||||
| Stock Option (right to buy) - LVNTB | $34.61 | 12/26/2017 | M | 803,245 | (6) | 12/24/2021 | Series B Liberty Ventures Common Stock | 803,245 | $0.0000 | 0.0000 | D | ||||
| Stock Option (right to buy) - LVNTB | $56.38 | 12/26/2017 | A | 258,724 | 12/31/2017 | 05/11/2024 | Series B Liberty Ventures Common Stock | 258,724 | $0.0000 | 258,724 | D | ||||
| Stock Option (right to buy) - LVNTB | $52.39 | 12/26/2017 | M | 268,889 | 12/31/2017(6) | 05/11/2024 | Series B Liberty Ventures Common Stock | 268,889 | $0.0000 | 0.0000 | D | ||||
| Stock Option (right to buy) QVCA | $25.74 | 12/26/2017 | A | 5,470,228 | (4) | 12/17/2019 | Series A QVC Group Common Stock | 5,470,228 | $0.0000 | 5,470,228 | D | ||||
| Stock Option (right to buy) QVCA | $17.74 | 12/26/2017 | M | 1,826,731 | (4) | 12/17/2019 | Series A QVC Group Common Stock | 1,826,731 | $0.0000 | 3,643,497 | D | ||||
| Stock Option (right to buy) QVCA | $17.74 | 12/26/2017 | M | 3,643,497 | (4) | 12/17/2019 | Series A QVC Group Common Stock | 3,643,497 | $0.0000 | 0.0000 | D | ||||
| Stock Option (right to buy) QVCA | $25.74 | 12/26/2017 | A | 200,402 | 12/31/2017 | 12/26/2024 | Series A QVC Group Common Stock | 200,402 | $0.0000 | 200,402 | D | ||||
| Explanation of Responses: |
| 1. On March 17, 2017, the reporting person contributed 574,211 shares to a grantor retained annuity trust, of which the reporting person is the sole trustee, for the benefit of himself, his spouse and his children. |
| 2. Each share of Series B Liberty Ventures Common Stock ("LVNTB") is convertible, at the holder's election, into one share of Series A Liberty Ventures Common Stock ("LVNTA"), at any time for no consideration other than the surrender of the share of LVNTB for each share of LVNTA. |
| 3. The number of shares reported as held in the reporting person's 401(k) is based on a statement from the Plan Administrator dated as of November 30, 2017. |
| 4. The derivative security is fully vested. |
| 5. The options vest 50% on December 24, 2018, and 50% on December 24, 2019. |
| 6. The vesting of the options was accelerated by the registrant and became fully vested as of December 26, 2017. |
| /s/ Craig Troyer as Attorney-in-Fact for Gregory B. Maffei | 12/28/2017 | |
| ** 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. | ||