QVCB Liberty Interactive Corp. - Series B Qvc Grp. (delisted)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 1)

Statement of

Gregory B. Maffei

Pursuant to Section 13(d) of the

Securities Exchange Act of 1934

in respect of

LIBERTY INTERACTIVE CORPORATION

This Report on Schedule 13D relates to the Series A Liberty Ventures common stock, $0.01 par value (“ LVNTA ”), and Series B Liberty Ventures common stock, $0.01 par value (“ LVNTB ”, and together with LVNTA, the “ Liberty Ventures Common Stock ”), of Liberty Interactive Corporation, a Delaware corporation (the “ Issuer ” or “ Liberty Interactive ”).  The Report on Schedule 13D originally filed with the Securities and Exchange Commission (the “ SEC ”) by the Reporting Person, Mr. Gregory B. Maffei (the “ Reporting Person ” or “ Mr. Maffei ”), on November 13, 2017 (the “ Schedule 13D ”), is hereby further amended and supplemented to include the information set forth herein.  This amended statement on Schedule 13D/A (this “ Amendment ”, and together with the Schedule 13D, the “ Statement ”) constitutes Amendment No. 1 to the Schedule 13D.  This Amendment constitutes an exit filing of the Reporting Person in respect of shares of Liberty Ventures Common Stock previously reported as beneficially owned by the Reporting Person.  Capitalized terms not defined herein have the meanings given to such terms in the Schedule 13D.  Except as set forth herein, the Schedule 13D is unmodified.

Item 4.    Purpose of Transaction

The information contained in Item 4 of the Schedule 13D is hereby amended and supplemented to include the following information:

Liberty Interactive Corporation, Liberty Interactive LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of Liberty Interactive, and GCI Liberty, Inc. (formerly known as General Communication, Inc.), an Alaska corporation (“ GCI Liberty ”) , completed a series of transactions pursuant to the terms of the Agreement and Plan of Reorganization, dated as of April 4, 2017 (as amended by Amendment No. 1 to Reorganization Agreement, dated as of July 19, 2017, and by Amendment No. 2 to Reorganization Agreement, dated as of November 8, 2017, the “ Reorganization Agreement ”), including the Split-Off (as defined below).

Split-Off

At 4:01 p.m., New York City time, on March 9, 2018 (the “ Split-Off Effective Time ”), Liberty Interactive redeemed (a)  each outstanding share of LVNTA, for one share of GCI Liberty’s Class A common stock, no par value (“ GLIBA ”), with no shares of LVNTA remaining outstanding, and (b) each outstanding share of LVNTB, for one share of GCI Liberty’s Class B common stock, no par value (“ GLIBB ”), with no shares of LVNTB remaining outstanding, with the effect that GCI Liberty was split-off (the “ Split-Off ”) from Liberty Interactive.  As a result, all shares of LVNTA and LVNTB beneficially owned by Mr. Maffei at the Split-Off Effective Time were redeemed for shares of GLIBA and GLIBB, respectively.  Mr. Maffei continues to beneficially own shares of Series A QVC common stock, $0.01 par value, and Series B QVC common stock, $0.01 par value.

Furthermore, as a result of the Split-Off, each holder of (a) options to acquire shares of LVNTA or LVNTB (whether unvested, partially vested or fully vested) (each, a “ LVNT Option ”), received, in exchange for such LVNT Option, an option to purchase an equivalent number of shares of the corresponding class of GCI Liberty common stock and (b) shares of LVNTA or LVNTB that were subject to a restricted stock award granted under a stock incentive

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plan of Liberty Interactive (“ LVNT Restricted Stock ”), received shares of GLIBA or GLIBB, as the case may be, in the Split-Off subject, in all material respects, to the same terms and conditions as those applicable to such shares of LVNT Restricted Stock immediately prior to the Split-Off.  As a result, all LVNT Options and shares of LVNT Restricted Stock held by Mr. Maffei were adjusted for corresponding equity incentive awards with respect to GLIBA and GLIBB, as applicable.

For further information on the transactions contemplated by the Reorganization Agreement, see the Definitive Proxy Statement on Schedule 14A, filed by Liberty Interactive with the SEC on December 29, 2017 (File No. 001-33982), the Current Report on Form 8-K, filed by GCI Liberty with the SEC on March 14, 2018 (File No. 001-38385) and the Current Report on Form 8-K, filed by Liberty Interactive with the SEC on March 15, 2018 (File No. 001-33982).

Item 5.     Interest in Securities of the Issuer

The information contained in Item 5 of the Schedule 13D is hereby amended and restated to read as follows:

(a)  Mr. Maffei beneficially owns no shares of Liberty Ventures Common Stock.

(b)  Mr. Maffei beneficially owns no shares of Liberty Ventures Common Stock.

(c)  On March 5, 2018, Mr. Maffei received an award of 143,044 LVNT Options with respect to shares of LVNTB.

Except as disclosed in this Amendment, Mr. Maffei has not executed any transactions in respect of Liberty Ventures Common Stock within the last sixty days.

(d)  Not applicable.

(e)  Mr. Maffei ceased to be the beneficial owner of more than five percent of LVNTB on March 9, 2018.

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Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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