SEC FORM 4

SEC Form 4

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^*

RAPLEY DAVID E

(Last)

(First)

(Middle)

12300 LIBERTY BOULEVARD

(Street)

ENGLEWOOD

80112

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Liberty Interactive Corp [ LINTA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Liberty Interactive Common Stock	05/14/2014		M		2,687	A	$15.25	24,407	D
Series A Liberty Interactive Common Stock	05/14/2014		F		1,440	D	$28.46	22,967	D
Series A Liberty Ventures Common Stock	05/14/2014		M		268	A	$19.87	3,012⁽¹⁾	D
Series A Liberty Ventures Common Stock	05/14/2014		F		88	D	$60.9	2,924	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Appreciation Rights	$15.25	05/14/2014		M			2,687	⁽²⁾	06/01/2014	Series A Liberty Interactive Common Stock	2,687	$0.0000	0.0000	D
Stock Appreciation Rights - LVNTA	$19.87⁽³⁾	05/14/2014		M			268⁽³⁾	⁽²⁾	06/01/2014	Series A Liberty Ventures Common Stock	268⁽³⁾	$0.0000	0.0000	D

Explanation of Responses:

1. On February 27, 2014, the Issuer declared a stock dividend, payable to all holders of record on April 4, 2014 as of 5:00 p.m. New York City time, of one share of Series A Liberty Ventures Common Stock for each share of Series A Liberty Ventures Common Stock outstanding. As a result, the reporting person received 1,372 shares of Series A Liberty Ventures Common Stock as of April 4, 2014. In addition, prior to the dividend distribution, these holdings were decreased by one share from the Form 4 filed by the reporting person on December 18, 2013, as the result of an accounting reconciliation.

2. The derivative security is fully vested.

3. This stock appreciation right was previously reported as a right for 134 shares of Series A Liberty Ventures Common Stock at a base price of $39.74 per share. The number of shares and the base price of this right were adjusted as of April 4, 2014, as a result of the stock dividend declared by the Issuer on February 27, 2014, and the anti-dilution provisions of the incentive plans under which such right was granted.

	/s/ Craig Troyer as Attorney-in-Fact for David E. Rapley	05/16/2014
	** 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).
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