0001225208-21-009062.txt : 20210607 0001225208-21-009062.hdr.sgml : 20210607 20210607185946 ACCESSION NUMBER: 0001225208-21-009062 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210603 FILED AS OF DATE: 20210607 DATE AS OF CHANGE: 20210607 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MALONE JOHN C CENTRAL INDEX KEY: 0000937797 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33982 FILM NUMBER: 211000839 MAIL ADDRESS: STREET 1: 12300 LIBERTY BLVD CITY: ENGLEWOOD STATE: CO ZIP: 80112 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Qurate Retail, Inc. CENTRAL INDEX KEY: 0001355096 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] 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 Interactive Corp DATE OF NAME CHANGE: 20110923 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 4 1 doc4.xml X0306 4 2021-06-03 0001355096 Qurate Retail, Inc. QRTEA 0000937797 MALONE JOHN C 12300 LIBERTY BOULEVARD ENGLEWOOD CO 80112 1 Series A Common Stock 2021-06-03 4 A 0 28979089.0000 0 A 29800491.0000 D Series B Common Stock 2021-06-03 4 D 0 26344627.0000 0 D 0.0000 D Series A Common Stock 2021-06-03 4 A 0 937593.0000 0 A 1313853.0000 I Leslie A. Malone 1995 Revocable Trust Series B Common Stock 2021-06-03 4 D 0 852358.0000 0 D 0.0000 I Leslie A. Malone 1995 Revocable Trust Pursuant to (i) the Call Agreement and (ii) the Stock Exchange Agreement (each as defined and further described in the Remarks section), the Malone Trusts (as defined in the Remarks section) transferred 27,196,985 shares of Series B Common Stock to the Issuer in exchange for 29,916,682 shares of Series A Common Stock. Under the terms of the Call Agreement, the aggregate call price converts into an equivalent ratio of 1.1 shares of Series A Common Stock for each share of Series B Common Stock with the aggregate number of shares of Series A Common Stock issued to each of the Malone Trusts rounded down to the nearest whole share. This exchange was approved by a committee of the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. Includes 3,756 shares of Series A Common Stock previously reported as held indirectly by a 401(k) savings plan for the benefit of the reporting person that were distributed to the reporting person and are now owned directly. Each share of Series B Common Stock is convertible, at the holder's election, into one share of Series A Common Stock, at any time for no consideration other than the surrender of the share of Series B Common Stock for each share of Series A Common Stock. Includes 376,260 shares of Series A Common Stock held by the Leslie A. Malone 1995 Revocable Trust that were previously reported as indirectly held by the reporting person's spouse. The reporting person disclaims beneficial ownership of these shares. Consists of shares of Series B Common Stock held by the Leslie A. Malone 1995 Revocable Trust that were previously reported as indirectly held by the reporting person's spouse. The reporting person disclaims beneficial ownership of these shares. The Call Agreement, dated February 9, 1998, among the Issuer, as successor-in-interest to the assignee of Tele-Communications, Inc., the reporting person and his spouse (the "Call Agreement"), provided the Issuer with the right to acquire all, but not less than all, of the Series B Common Stock of the Issuer beneficially owned by the reporting person, his spouse and certain trusts for the benefit of each of them (the "Malone Trusts"), among others, at a per share price equal to the lower of (x) the $14.00 per share price stated in the offer delivered to the reporting person by Mr. Gregory B. Maffei on May 18, 2021 (the "Offer") or (y) 110% of the average closing prices of a share of Series A Common Stock of the Issuer for the 30 consecutive trading days ending on May 17, 2021 (with the price calculated pursuant to clause (y) equal to $13.62 per share (the "Call Price")) (the "Call Right"). On May 18, 2021, the reporting person provided written notice to the Issuer of his desire to accept the Offer, subject to certain conditions, and on June 2, 2021, the Issuer delivered written notice to the reporting person to exercise the Call Right and to pay the per share Call Price required by the Call Agreement in shares of Series A Common Stock of the Issuer. On June 3, 2021, the Issuer, the reporting person, his spouse and the Malone Trusts, among others, entered into a Stock Exchange Agreement (the "Stock Exchange Agreement") to effect the closing of the Call Right exercise. Exhibit 24: Power of Attorney. /s/ Brittany A. Uthoff as Attorney-in-Fact for John C. Malone 2021-06-07 EX-24 2 poaqrijcm.txt POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Michael E. Hurelbrink, Katherine C. Jewell, Craig Troyer, Brittany A. Uthoff, Renee L. Wilm, Linda K. Boyle, Ruth M. Huff, and Erica K. Kaiser, 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 Qurate Retail, 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 10th day of March, 2021. /s/ John C. Malone ________________________________