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
________________________________