SEC Form 4 · accession 0001225208-15-009045
Old QVC Group, Inc. · QVCGP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John C Malone
Officer — Chairman of the Board · Director · 10% Owner
Period of report
Mar 30, 2015
Accepted (ET)
Apr 1, 2015 · 6:51 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 Interactive Common Stock | Mar 30, 2015 | M | 45,853 | $16.00 | A | 1,575,760 | D | |
| Series A Liberty Interactive Common Stock | Mar 30, 2015 | F | 31,915 | $29.25 | D | 1,543,845 | D | |
| Series A Liberty Interactive Common Stock | Mar 30, 2015 | F | 224,008 | $29.35 | D | 1,319,837 | D | |
| Series A Liberty Ventures Common Stock | Mar 30, 2015 | M | 6,520 | $20.13 | A | 1,314,393 | D | |
| Series A Liberty Ventures Common Stock | Mar 30, 2015 | M | 5,016 | $11.45 | A | 1,319,409 | D | |
| Series A Liberty Ventures Common Stock | Mar 30, 2015 | F | 2,547 | $41.44 | D | 1,316,862 | D | |
| Series A Liberty Ventures Common Stock | Mar 30, 2015 | F | 4,240 | $41.44 | D | 1,312,622 | D | |
| Series A Liberty Ventures Common Stock | Mar 30, 2015 | F | 41,044 | $41.38 | D | 1,271,578 | D | |
| Series B Liberty Interactive Common StockF1 | Mar 30, 2015 | M | 398,221 | $16.51 | A | 26,344,627 | D | |
| Series B Liberty Ventures Common StockF2,F3 | Mar 30, 2015 | M | 56,573 | $20.76 | A | 6,340,013 | D | |
| Series B Liberty Ventures Common StockF2 | Mar 30, 2015 | M | 44,396 | $11.80 | A | 6,384,409 | D | |
| Series A Liberty Interactive Common StockF4 | holding | — | — | — | 461 | I | By 401(k) Savings Plan | |
| Series A Liberty Interactive Common StockF5 | holding | — | — | — | 376,260 | I | By Spouse | |
| Series A Liberty Ventures Common StockF5 | holding | — | — | — | 132,072 | I | By Spouse | |
| Series B Liberty Interactive Common StockF1,F5 | holding | — | — | — | 852,358 | I | By Spouse | |
| Series B Liberty Ventures Common StockF2,F6 | holding | — | — | — | 206,413 | I | By Spouse |
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) - LVNTAF7,F8 | $11.45 | Mar 30, 2015 | M | 5,016 | D | — | Jun 14, 2015 | Series A Liberty Ventures Common Stock | 5,016 | 0 | D |
| Stock Option (right to buy) - LVNTAF9,F8 | $20.13 | Mar 30, 2015 | M | 6,520 | D | — | Jun 14, 2015 | Series A Liberty Ventures Common Stock | 6,520 | 0 | D |
| Stock Option (right to buy) - LVNTBF10,F8 | $11.80 | Mar 30, 2015 | M | 44,396 | D | — | Jun 14, 2015 | Series B Liberty Ventures Common Stock | 44,396 | 0 | D |
| Stock Option (right to buy) - LVNTBF11,F8 | $20.76 | Mar 30, 2015 | M | 56,573 | D | — | Jun 14, 2015 | Series B Liberty Ventures Common Stock | 56,573 | 0 | D |
| Stock Option (right to buy) - QVCAF12,F8 | $16.00 | Mar 30, 2015 | M | 45,853 | D | — | Jun 14, 2015 | Series A Liberty Interactive Common Stock | 45,853 | 0 | D |
| Stock Option (right to buy) - QVCBF13,F8 | $16.51 | Mar 30, 2015 | M | 398,221 | D | — | Jun 14, 2015 | Series B Liberty Interactive Common Stock | 398,221 | 0 | D |
Explanation of responses
- F1Each share of Series B Liberty Interactive Common Stock ("QVCB") is convertible, at the holder's election, into one share of Series A Liberty Interactive Common Stock ("QVCA"), at any time for no consideration other than the surrender of the share of QVCB for each share of QVCA.
- F10This stock option was previously reported as an option for 21,867 shares of LVNTB at an exercise price of $46.69 per share. The number of shares and the exercise price of this option were adjusted as of each of 4/4/2014, as a result of the stock dividend, and 8/27/2014 as a result of the spin-off (as described in the Remarks section), and, in each case, the anti-dilution provisions of the incentive 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.
- F11This stock option 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.
- F12This stock option was previously reported as an option relating to 49,764 shares of QVCA at an exercise price of $17.37 per share. The number of shares relating to and the exercise price of this option were adjusted as of 10/20/2014 as a result of the reattribution dividend (as described in footnotes 3 and 9) and pursuant to the anti-dilution provisions of the incentive plans under which such option was granted.
- F13This stock option was previously reported as an option relating to 432,001 shares of QVCB at an exercise price of $17.92 per share. The number of shares relating to and the exercise price of this option were adjusted as of 10/20/2014 as a result of the reattribution dividend (as described in footnotes 3 and 9) and pursuant to the anti-dilution provisions of the incentive plans under which such option was granted.
- F2Each share of Series B Liberty Ventures Common Stock ("LVNTB") is convertible, at the holder's election, into one share of Series A Liberty Ventures Common Stock ("LVNTA"), at any time for no consideration other than the surrender of the share of LVNTB for each share of LVNTA.
- F3On 8/9/2012, the Issuer distributed a dividend (the "LVNT dividend") to all holders of record as of 5:00 p.m., New York City time, on 8/9/2012, of 0.05 of a share of the corresponding series of Liberty Ventures common stock for each share of the corresponding series of the Liberty Interactive common stock outstanding. On 2/27/2014, 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 4/4/2014, of one share of LVNTB for each share of LVNTB outstanding. On 10/3/2014, the Issuer declared a stock dividend (the "reattribution dividend"), payable to all holders of record of QVCB as of 5:00 p.m., New York City time, on 10/13/2014, of 0.14217 of a share of LVNTB for each share of QVCB outstanding. As a result of the LVNT dividend, the stock dividend and the reattribution dividend, the reporting person received 1,297,320 LVNTB shares, 1,297,320 LVNTB shares and 3,688,800 LVNTB shares, respectively.
- F4The 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 March 30, 2015.
- F5The reporting person disclaims beneficial ownership of these shares owned by his spouse.
- F6As a result of the LVNT dividend, the stock dividend and the reattribution dividend, the reporting person's spouse received 42,617 LVNTB shares, 42,617 LVNTB shares and 121,179 LVNTB shares, respectively. The reporting person disclaims beneficial ownership of these shares owned by his spouse.
- F7This stock option was previously reported as an option for 2,470 shares of LVNTA at an exercise price of $45.27 per share. The number of shares and the exercise price of this option were adjusted as of each of 4/4/2014, as a result of the stock dividend, and 8/27/2014 as a result of the spin-off (as described in the Remarks section), and, in each case, the anti-dilution provisions of the incentive 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.
- F8The derivative security is fully vested.
- F9This 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.
Remarks
On 8/27/2014, the Issuer completed a transaction (the "spin-off") whereby it spun-off its wholly-owned subsidiary Liberty TripAdvisor Holdings, Inc. ("TripCo"), 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 TripCo. 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 TripCo'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.