SEC Form 4 · accession 0001225208-15-008220
Old QVC Group, Inc. · QVCGP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Albert E Rosenthaler
Officer — Senior Vice President
Period of report
Mar 16, 2015
Accepted (ET)
Mar 18, 2015 · 6:48 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001355096
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Series A Liberty Ventures Common StockF1 | Mar 16, 2015 | M | 23,159 | $22.31 | A | 63,608 | D | |
| Series A Liberty Ventures Common Stock | Mar 16, 2015 | M | 16,631 | $14.86 | A | 80,239 | D | |
| Series A Liberty Ventures Common Stock | Mar 16, 2015 | M | 854 | $22.31 | A | 81,093 | D | |
| Series A Liberty Ventures Common Stock | Mar 16, 2015 | M | 623 | $14.86 | A | 81,716 | D | |
| Series A Liberty Ventures Common Stock | Mar 16, 2015 | F | 1,068 | $40.03 | D | 80,648 | D | |
| Series A Liberty Ventures Common Stock | Mar 16, 2015 | F | 7,629 | $40.12 | D | 73,019 | D | |
| Series A Liberty Ventures Common Stock | Mar 16, 2015 | F | 10,044 | $40.07 | D | 62,975 | D | |
| Series A Liberty Ventures Common Stock | Mar 16, 2015 | F | 11,047 | $40.01 | D | 51,928 | D | |
| Series A Liberty Ventures Common StockF2 | Mar 16, 2015 | S | 11,479 | $40.0483 | D | 40,449 | D | |
| Series A Liberty Ventures Common StockF3 | holding | — | — | — | 3,121 | I | By 401(k) Savings Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy) - LVNTAF4,F5 | $14.86 | Mar 16, 2015 | M | 16,631 | D | — | Mar 19, 2020 | Series A Liberty Ventures Common Stock | 16,631 | 16,631 | D |
| Stock Option (right to buy) - LVNTAF6,F7 | $22.31 | Mar 16, 2015 | M | 23,159 | D | — | Mar 19, 2020 | Series A Liberty Ventures Common Stock | 23,159 | 23,159 | D |
| Stock Option (right to buy) - LVNTAF8,F9 | $14.86 | Mar 16, 2015 | M | 623 | D | — | Dec 17, 2016 | Series A Liberty Ventures Common Stock | 623 | 0 | D |
| Stock Option (right to buy) - LVNTAF6,F9 | $22.31 | Mar 16, 2015 | M | 854 | D | — | Dec 17, 2016 | Series A Liberty Ventures Common Stock | 854 | 0 | D |
Explanation of responses
- F1On February 27, 2014, the Issuer declared a stock dividend (the "stock dividend"), payable to all holders of record as of 5:00 p.m., New York City time, on April 4, 2014, of one share of Series A Liberty Ventures Common Stock for each share of Series A Liberty Ventures Common Stock outstanding. As a result, the reporting person received 9,412 shares of Series A Liberty Ventures Common Stock as of April 4, 2014. On October 3, 2014, the Issuer declared a stock dividend (the "reattribution dividend"), payable to all holders of record of Series A Liberty Interactive Common Stock as of 5:00 p.m., New York City time, on October 13, 2014, of 0.14217 of a share of Series A Liberty Ventures Common Stock for each share of Series A Liberty Interactive Common Stock outstanding. As a result, the reporting person received 21,625 shares of Series A Liberty Ventures Common Stock as of October 20, 2014.
- F2The price is a weighted average price. These shares were sold in multiple transactions ranging from $40.0050 to $40.1210, inclusive. The reporting person undertakes to provide to the Securities and Exchange Commission, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
- F3The 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, 2015, which also reflects the reporting person's holdings following the stock dividend and reattribution dividend.
- F4This stock option was previously reported as an option for 16,381 shares of Series A Liberty Ventures Common Stock at an exercise price of $58.80 per share. The number of shares and the exercise price of this option were adjusted as of each of April 4, 2014, as a result of the stock dividend, and August 27, 2014 as a result of the spin-off (as described in the Remarks section), respectively and, in each case, the anti-dilution provisions of the incentive plans under which such option was granted. With respect to the spin-off, the adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
- F5The options vested 33.33% on June 30, 2013, 33.33% on June 30, 2014, and the remainder vest on December 31, 2015.
- F6This stock option was granted as a result of the reattribution dividend. In connection with the completion of the reattribution dividend, all equity awards held by the reporting person with respect to the Issuer's Liberty Interactive common stock (each an "Original Interactive Award") were adjusted pursuant to the anti-dilution provisions of the incentive plans under which the equity awards were granted, such that the reporting person received (i) an adjustment to the exercise price or base price, as applicable, and number of shares relating to the Original Interactive Award (as so adjusted, an "Adjusted Interactive Award") and (ii) an equity award relating to shares of the corresponding series of Liberty Ventures common stock.
- F7The portion equal to 66.67% of these options vested as of October 20, 2014. The remainder vest on December 31, 2015.
- F8This stock option was previously reported as an option for 307 shares of Series A Liberty Ventures Common Stock at an exercise price of $58.80 per share. The number of shares and the exercise price of this option were adjusted as of each of April 4, 2014, as a result of the stock dividend, and August 27, 2014 as a result of the spin-off (as described in the Remarks section), respectively and, in each case, the anti-dilution provisions of the incentive plans under which such option was granted. With respect to the spin-off, the adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
- F9The derivative security is fully vested.
Remarks
On August 27, 2014, the Issuer completed a transaction (the "spin-off") whereby it spun-off its wholly-owned subsidiary Liberty TripAdvisor Holdings, Inc., which was effected by the distribution to each holder of its Liberty Ventures Common Stock of shares of the corresponding series of the common stock of the spun-off subsidiary. In connection with the completion of the spin-off, all equity awards held by the reporting person with respect to the Issuer's Liberty Ventures Common Stock (each an "Original Ventures Award") were adjusted pursuant to the anti-dilution provisions of the incentive plans under which the equity awards were granted, such that the reporting person received (i) an adjustment to the exercise price or base price, as applicable, and number of shares relating to the Original Ventures Award and (ii) an equity award relating to shares of the corresponding series of Liberty TripAdvisor Holdings, Inc.'s 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.