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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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
Qurate Retail, Inc. [ QRTEA ]

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)
12/09/2020

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)
8% Series A Cumulative Redeemable Preferred Stock	12/09/2020		M		186	A	$0⁽¹⁾	480	D
Series A Common Stock	12/09/2020		M		6,230	A	$0⁽²⁾	16,079	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)
Restricted Stock Units - QRTEA	⁽³⁾	12/09/2020		M			6,230	12/09/2020	12/09/2020	Series A Common Stock	6,230	$0.0000	0.0000	D
Restricted Stock Units - QRTEP	⁽⁴⁾	12/09/2020⁽⁵⁾		M			186	12/09/2020	12/09/2020	8% Series A Cumulative Redeemable Preferred Stock	186	$0.0000	0.0000	D
Restricted Stock Units - QRTEA	⁽³⁾	12/10/2020		A		5,841		12/10/2021	12/10/2021	Series A Common Stock	5,841	$0.0000	5,841	D
Stock Option (right to buy) - QRTEA	$10.34	12/10/2020		A		12,363		12/10/2021	12/10/2027	Series A Common Stock	12,363	$0.0000	12,363	D
Stock Option (right to buy) - QRTEA	$4.92⁽⁶⁾							12/09/2020	12/09/2026	Series A Common Stock	35,104⁽⁶⁾		35,104⁽⁶⁾	D
Stock Option (right to buy) - QRTEA	$12.64⁽⁷⁾							⁽⁵⁾	12/06/2025	Series A Common Stock	13,873⁽⁷⁾		13,873⁽⁷⁾	D
Stock Option (right to buy) - QRTEA	$13.46⁽⁸⁾							⁽⁵⁾	12/12/2023	Series A Common Stock	11,491⁽⁸⁾		11,491⁽⁸⁾	D
Stock Option (right to buy) - QRTEA	$13.87⁽⁹⁾							⁽⁵⁾	12/12/2024	Series A Common Stock	9,227⁽⁹⁾		9,227⁽⁹⁾	D
Stock Option (right to buy) - QRTEA	$15⁽¹⁰⁾							⁽⁵⁾	12/17/2022	Series A Common Stock	8,226⁽¹⁰⁾		8,226⁽¹⁰⁾	D

Explanation of Responses:

1. Each restricted stock unit converted into one share of 8% Series A Cumulative Redeemable Preferred Stock.

2. Each restricted stock unit converted into one share of Series A Common Stock.

3. Each restricted stock unit represents a contingent right to receive one share of Series A Common Stock.

4. Each restricted stock unit represents a contingent right to receive one share of 8% Series A Cumulative Redeemable Preferred Stock.

5. The derivative security is fully vested.

6. On November 20, 2020, the Issuer announced that its board of directors declared a special cash dividend in the amount of $1.50 per share on each outstanding share of its common stock payable on December 7, 2020 to all holders of record as of 5:00 p.m., New York City time, on November 30, 2020 (the "Dividend"). This stock option award was previously reported as an option relating to 32,691 shares of the Issuer's Series A common stock at an exercise price of $5.27 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.

7. This stock option award was previously reported as an option relating to 12,978 shares of the Issuer's Series A common stock at an exercise price of $13.55 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.

8. This stock option award was previously reported as an option relating to 10,738 shares of the Issuer's Series A common stock at an exercise price of $14.43 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.

9. This stock option award was previously reported as an option relating to 8,619 shares of the Issuer's Series A common stock at an exercise price of $14.87 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.

10. This stock option award was previously reported as an option relating to 7,684 shares of the Issuer's Series A common stock at an exercise price of $16.08 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.

	/s/ Craig Troyer as Attorney-in-Fact for David E. Rapley	12/11/2020
	** 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.