X0306 4 2020-09-14 0 0001355096 Qurate Retail, Inc. QRTEA 0001663090 Wendling Brian J 12300 LIBERTY BOULEVARD ENGLEWOOD CO 80112 0 1 0 0 CAO/PFO Restricted Stock Units - QRTEP 2020-09-14 5 J 0 E 46.0000 0.0000 A 2020-12-10 2020-12-10 8% Series A Cumulative Redeemable Preferred Stock 46.0000 46.0000 D Stock Option (right to buy) - QRTEA 16.8500 2022-05-12 Series A Common Stock 72302.0000 72302.0000 D Stock Option (right to buy) - QRTEA 16.8500 2023-05-12 Series A Common Stock 175452.0000 175452.0000 D Each restricted stock unit ("RSU") represents a contingent right to receive one Preferred Share (as defined in the Remarks section). In connection with the Dividend (as described in the Remarks section), 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 under the Securities Exchange Act of 1934, as amended (Rule 16b-3). This stock option award was previously reported as an option relating to 44,053 shares of the Issuer's Series A common stock at an exercise price of $27.66 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 106,900 shares of the Issuer's Series A common stock at an exercise price of $27.66 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 vested 50% on December 31, 2019 and the remaining 50% will vest on December 31, 2020. 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"). The reporting person is voluntarily filing this Form 4 to report the equity award adjustments as described above. /s/ Craig Troyer as Attorney-in-Fact for Brian J. Wendling 2020-09-23