SEC Form 4 · accession 0001225208-15-008459
Old QVC Group, Inc. · QVCGP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Series A Liberty Interactive Common Stock | Mar 20, 2015 | M | 2,511 | $15.85 | A | 12,037 | D | |
| Series A Liberty Interactive Common Stock | Mar 20, 2015 | F | 1,358 | $29.32 | D | 10,679 | D | |
| Series A Liberty Ventures Common StockF1 | Mar 20, 2015 | M | 356 | $19.93 | A | 3,248 | D | |
| Series A Liberty Ventures Common Stock | Mar 20, 2015 | M | 272 | $11.33 | A | 3,520 | D | |
| Series A Liberty Ventures Common Stock | Mar 20, 2015 | F | 75 | $41.61 | D | 3,445 | D | |
| Series A Liberty Ventures Common Stock | Mar 20, 2015 | F | 171 | $41.61 | D | 3,274 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation RightsF2,F3 | $15.85 | Mar 20, 2015 | M | 2,511 | D | — | Jun 1, 2015 | Series A Liberty Interactive Common Stock | 2,511 | 0 | D |
| Stock Appreciation Rights - LVNTAF4,F3 | $11.33 | Mar 20, 2015 | M | 272 | D | — | Jun 1, 2015 | Series A Liberty Ventures Common Stock | 272 | 0 | D |
| Stock Appreciation Rights - LVNTAF5,F3 | $19.93 | Mar 20, 2015 | M | 356 | D | — | Jun 1, 2015 | Series A Liberty Ventures Common Stock | 356 | 0 | D |
Explanation of responses
- F1On 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 ("QVCA") 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 ("LVNTA") for each share of QVCA outstanding. As a result, the reporting person received 1,354 shares of LVNTA as of October 20, 2014.
- F2This stock appreciation right ("SAR") was previously reported as a SAR relating to 2,724 shares of QVCA at an exercise price of $17.20 per share. 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.
- F3The derivative security is fully vested.
- F4This SAR was previously reported as a SAR for 134 shares of LVNTA at an exercise price of $44.82 per share. On 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 LVNTA for each share of LVNTA outstanding. The number of shares and the exercise price of this SAR 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) and, in each case, the anti-dilution provisions of the incentive plan under which this SAR 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.
- F5This SAR was granted as a result of the reattribution dividend. In connection with the completion of the reattribution dividend, all Original Interactive Awards 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 Adjusted Interactive Award and (ii) an equity award relating to shares of the corresponding series of Liberty Ventures Common Stock.
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.