Statement of Changes in Beneficial Ownership (4)
14 March 2018 - 8:31AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
MAFFEI GREGORY B
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2. Issuer Name
and
Ticker or Trading Symbol
Liberty Interactive Corp
[
QRTEA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chairman of the Board
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(Last)
(First)
(Middle)
12300 LIBERTY BOULEVARD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/9/2018
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(Street)
ENGLEWOOD, CO 80112
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Series A Liberty Ventures Common Stock
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3/9/2018
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J
(1)
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358021.0000
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D
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$0.0000
(1)
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0.0000
(2)
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D
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Series B Liberty Ventures Common Stock
(3)
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3/9/2018
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J
(1)
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246395.0000
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D
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$0.0000
(1)
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0.0000
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D
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Series A Liberty Ventures Common Stock
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3/9/2018
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J
(1)
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870.0000
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D
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$0.0000
(1)
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0.0000
(4)
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I
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By 401(k) Savings Plan
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Series A Liberty Ventures Common Stock
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3/9/2018
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J
(1)
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574211.0000
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D
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$0.0000
(1)
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0.0000
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I
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Maven 2017 - 1 GRAT
(5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (right to buy) - LVNTA
(6)
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$55.9600
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3/9/2018
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J
(6)
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V
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116437.0000
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(7)
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12/17/2019
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Series A Liberty Ventures Common Stock
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116437.0000
(6)
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$0.0000
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649004.0000
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D
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Stock Option (right to buy) - LVNTA
(6)
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$55.9600
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3/9/2018
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J
(6)
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V
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147894.0000
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(7)
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12/17/2019
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Series A Liberty Ventures Common Stock
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147894.0000
(6)
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$0.0000
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501110.0000
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D
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Stock Option (right to buy) - LVNTA
(6)
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$55.9600
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3/9/2018
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J
(6)
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V
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206127.0000
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(7)
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12/17/2019
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Series A Liberty Ventures Common Stock
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206127.0000
(6)
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$0.0000
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294983.0000
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D
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Stock Option (right to buy) - LVNTA
(6)
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$55.9600
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3/9/2018
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J
(6)
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V
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294983.0000
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(7)
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12/17/2019
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Series A Liberty Ventures Common Stock
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294983.0000
(6)
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$0.0000
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0.0000
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D
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Stock Option (right to buy) - LVNTA
(6)
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$55.9600
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3/9/2018
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J
(6)
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V
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108557.0000
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12/31/2017
(7)
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12/26/2024
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Series A Liberty Ventures Common Stock
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108557.0000
(6)
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$0.0000
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0.0000
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D
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Stock Option (right to buy) - LVNTB
(6)
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$56.3800
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3/9/2018
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J
(6)
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V
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119545.0000
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(7)
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3/29/2023
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Series B Liberty Ventures Common Stock
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119545.0000
(6)
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$0.0000
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0.0000
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D
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Stock Option (right to buy) - LVNTB
(6)
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$56.3800
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3/9/2018
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J
(6)
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V
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64732.0000
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(7)
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3/31/2022
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Series B Liberty Ventures Common Stock
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64732.0000
(6)
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$0.0000
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0.0000
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D
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Stock Option (right to buy) - LVNTB
(6)
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$56.3800
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3/9/2018
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J
(6)
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V
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637561.0000
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(8)
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12/24/2021
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Series B Liberty Ventures Common Stock
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637561.0000
(6)
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$0.0000
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0.0000
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D
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Stock Option (right to buy) - LVNTB
(6)
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$56.3800
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3/9/2018
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J
(6)
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V
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258724.0000
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12/31/2017
(7)
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5/11/2024
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Series B Liberty Ventures Common Stock
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258724.0000
(6)
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$0.0000
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0.0000
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D
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Stock Option (right to buy) - LVNTB
(6)
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$54.0100
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3/9/2018
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J
(6)
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V
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143044.0000
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12/31/2018
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3/5/2025
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Series B Liberty Ventures Common Stock
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143044.0000
(6)
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$0.0000
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0.0000
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D
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Explanation of Responses:
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(1)
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On March 9, 2018, Liberty Interactive Corporation (the "Issuer") redeemed (the "Redemption") each share of its Liberty Ventures common stock for shares of common stock of GCI Liberty, Inc. ("GCI Liberty"). In the Redemption, the Issuer redeemed (i) each outstanding share of its Series A Liberty Ventures common stock for one share of GCI Liberty's Class A common stock and (ii) each outstanding share of its Series B Liberty Ventures common stock for one share of GCI Liberty's Class B common stock. Such transactions were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
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(2)
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These holdings were decreased by one share from the Form 4 filed by the reporting person on December 28, 2017, as a result of an accounting reconciliation.
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(3)
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Each share of Series B Liberty Ventures common stock was convertible, at the holder's election, into one share of Series A Liberty Ventures common stock, at any time for no consideration other than the surrender of the share of Series B Liberty Ventures common stock for each share of Series A Liberty Ventures common stock.
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(4)
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The number of shares reported as held in the reporting person's 401(k) is based on a statement from the Plan Administrator dated as of February 28, 2018, pro forma for the completion of the Redemption.
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(5)
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The reporting person is the sole trustee of the grantor retained annuity trust, for the benefit of himself, his spouse and his children.
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(6)
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In connection with the completion of the Redemption, all option awards held by the reporting person with respect to the Issuer's Liberty Ventures common stock (each, a "Ventures Award") were adjusted pursuant to the anti-dilution provisions of the incentive plan under which the option awards were granted, such that each Ventures Award was exchanged for an option to purchase an equivalent number of shares of the corresponding class of GCI Liberty common stock. 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.
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(7)
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The derivative security is fully vested.
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(8)
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This option vests in two equal installments on December 24, 2018 and December 24, 2019.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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MAFFEI GREGORY B
12300 LIBERTY BOULEVARD
ENGLEWOOD, CO 80112
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X
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X
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Chairman of the Board
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Signatures
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/s/ Craig Troyer as Attorney-in-Fact for Gregory B. Maffei
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3/13/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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