0001225208-12-018023.txt : 20120816 0001225208-12-018023.hdr.sgml : 20120816 20120816190450 ACCESSION NUMBER: 0001225208-12-018023 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120814 FILED AS OF DATE: 20120816 DATE AS OF CHANGE: 20120816 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Liberty Interactive Corp CENTRAL INDEX KEY: 0001355096 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] 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 MEDIA CORP DATE OF NAME CHANGE: 20060512 FORMER COMPANY: FORMER CONFORMED NAME: Liberty Media Holding CORP DATE OF NAME CHANGE: 20060303 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ROMRELL LARRY E CENTRAL INDEX KEY: 0001120556 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33982 FILM NUMBER: 121041076 MAIL ADDRESS: STREET 1: 12300 LIBERTY BLVD. CITY: ENGLEWOOD STATE: CO ZIP: 80112 FORMER NAME: FORMER CONFORMED NAME: ROMRELL LARRY E. DATE OF NAME CHANGE: 20100209 FORMER NAME: FORMER CONFORMED NAME: ROMWELL LARRY E DATE OF NAME CHANGE: 20100106 FORMER NAME: FORMER CONFORMED NAME: ROMRELL LARRY E DATE OF NAME CHANGE: 20000728 4 1 doc4.xml X0306 4 2012-08-14 0001355096 Liberty Interactive Corp LINTA 0001120556 ROMRELL LARRY E 12300 LIBERTY BOULEVARD ENGLEWOOD CO 80112 1 Stock Appreciation Rights 15.2500 2012-08-14 4 J 0 2687.0000 0.0000 A 2014-06-01 Series A Liberty Interactive Common Stock 2687.0000 2687.0000 D Stock Appreciation Rights 17.2000 2012-08-14 4 J 0 2724.0000 0.0000 A 2015-06-01 Series A Liberty Interactive Common Stock 2724.0000 2724.0000 D Stock Appreciation Rights 16.6600 2012-08-14 4 J 0 2710.0000 0.0000 A 2013-09-09 Series A Liberty Interactive Common Stock 2710.0000 2710.0000 D Stock Appreciation Rights - LVNTA 39.7400 2012-08-14 4 A 0 134.0000 0.0000 A 2014-06-01 Series A Liberty Ventures Common Stock 134.0000 134.0000 D Stock Appreciation Rights - LVNTA 44.8200 2012-08-14 4 A 0 134.0000 0.0000 A 2015-06-01 Series A Liberty Ventures Common Stock 134.0000 134.0000 D Stock Appreciation Rights - LVNTA 43.4000 2012-08-14 4 A 0 134.0000 0.0000 A 2013-09-09 Series A Liberty Ventures Common Stock 134.0000 134.0000 D Stock Option (right to buy) - LINTA 16.7900 2012-08-14 4 J 0 7339.0000 0.0000 A 2016-05-05 Series A Liberty Interactive Common Stock 7339.0000 7339.0000 D Stock Option (right to buy) - LINTA 22.5100 2012-08-14 4 J 0 5560.0000 0.0000 A 2017-05-10 Series A Liberty Interactive Common Stock 5560.0000 5560.0000 D Stock Option (right to buy) - LINTA 13.9000 2012-08-14 4 J 0 11889.0000 0.0000 A 2018-12-15 Series A Liberty Interactive Common Stock 11889.0000 11889.0000 D Stock Option (right to buy) - LINTA 2.6500 2012-08-14 4 J 0 15609.0000 0.0000 A 2015-12-16 Series A Liberty Interactive Common Stock 15609.0000 15609.0000 D Stock Option (right to buy) - LINTA 18.1200 2012-08-14 4 J 0 6169.0000 0.0000 A 2014-12-24 Series A Liberty Interactive Common Stock 6169.0000 6169.0000 D Stock Option (right to buy) - LVNTA 43.7600 2012-08-14 4 A 0 366.0000 0.0000 A 2016-05-05 Series A Liberty Ventures Common Stock 366.0000 366.0000 D Stock Option (right to buy) - LVNTA 58.6600 2012-08-14 4 A 0 278.0000 0.0000 A 2017-05-10 Series A Liberty Ventures Common Stock 278.0000 278.0000 D Stock Option (right to buy) - LVNTA 36.2100 2012-08-14 4 A 0 593.0000 0.0000 A 2018-12-15 Series A Liberty Ventures Common Stock 593.0000 593.0000 D Stock Option (right to buy) - LVNTA 6.8900 2012-08-14 4 A 0 780.0000 0.0000 A 2015-12-16 Series A Liberty Ventures Common Stock 780.0000 780.0000 D Stock Option (right to buy) - LVNTA 47.2100 2012-08-14 4 A 0 311.0000 0.0000 A 2014-12-24 Series A Liberty Ventures Common Stock 311.0000 311.0000 D On August 9, 2012, the Issuer completed a transaction (the "Transaction") whereby it distributed, by means of a dividend, to each holder of its Liberty Interactive common stock (i) 0.05 of a share of the corresponding series of Liberty Ventures common stock for each share of that series of Liberty Interactive common stock held by such holder as of the distribution record date and (ii) 1/3 of a subscription right to purchase one share of Series A Liberty Ventures common stock for each share of Liberty Ventures common stock received by such holder in the distribution. See footnote (2) herein for the continuation of the description of the reported transaction. In connection with the completion of the Transaction, all equity awards held by the Reporting Person with respect to Series A and Series B Liberty Interactive 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 (as so adjusted, an "Adjusted Interactive Award") and (ii) an equity award relating to shares of the corresponding series of Liberty Ventures common stock (a "Ventures Award"). 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. The derivative security is fully vested. Except as set forth on this Form 4, (i) the terms of the Adjusted Interactive Award will, in all material respects, be the same as those of the corresponding Original Interactive Award and (ii) the terms of the Ventures Award will, in all material respects, be the same as those of the corresponding Original Interactive Award. The options were granted on December 15, 2011, and vest 100% on December 15, 2013. poaromlic.txt Craig Troyer as Attorney-in-Fact for Larry E. Romrell 2012-08-16 EX-24 2 poaromlic.txt POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Charles Y. Tanabe, Craig Troyer, Pamela L. Coe, and Ruth M. Huff, signing singly, as the undersigned's true and lawful attorney-in-fact to: 1. Prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC; 2. Execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Liberty Interactive Corporation (formerly known as Liberty CapStarz, Inc.) (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder, and any other forms or reports the undersigned may be required to file in connection with the undersigned's ownership, acquisition, or disposition of securities of the Company; 3. Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, or other form or report, and timely file such form or report with the SEC and any stock exchange or similar authority; and 4. Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Act of 1934, and the undersigned agrees to indemnify and hold harmless each of the attorneys-in-fact from any liability or expense based on or arising from any action taken pursuant to this Power of Attorney. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rd day of September, 2011. /s/ Larry E. Romrell ________________________________ Signature