SEC Form 4 · accession 0001225208-15-014437
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 Ventures Common Stock | Jun 26, 2015 | M | 2,044 | $3.07 | A | 7,238 | D | |
| Series A Liberty Ventures Common Stock | Jun 26, 2015 | M | 1,583 | $1.75 | A | 8,821 | D | |
| Series A Liberty Ventures Common Stock | Jun 26, 2015 | M | 470 | $14.40 | A | 9,291 | D | |
| Series A Liberty Ventures Common Stock | Jun 26, 2015 | M | 363 | $8.19 | A | 9,654 | D | |
| Series A QVC Group Common Stock | Jun 26, 2015 | M | 14,383 | $2.45 | A | 32,798 | D | |
| Series A QVC Group Common Stock | Jun 26, 2015 | M | 3,309 | $11.45 | A | 36,107 | D |
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) - LVNTAF1,F2 | $8.19 | Jun 26, 2015 | M | 363 | D | — | Aug 13, 2015 | Series A Liberty Ventures Common Stock | 363 | 0 | D |
| Stock Option (right to buy) - LVNTAF3,F2 | $14.40 | Jun 26, 2015 | M | 470 | D | — | Aug 13, 2015 | Series A Liberty Ventures Common Stock | 470 | 0 | D |
| Stock Option (right to buy) - LVNTAF4,F2 | $1.75 | Jun 26, 2015 | M | 1,583 | D | — | Dec 16, 2015 | Series A Liberty Ventures Common Stock | 1,583 | 0 | D |
| Stock Option (right to buy) - LVNTAF3,F2 | $3.07 | Jun 26, 2015 | M | 2,044 | D | — | Dec 16, 2015 | Series A Liberty Ventures Common Stock | 2,044 | 0 | D |
| Stock Option (right to buy) QVCAF5,F2 | $11.45 | Jun 26, 2015 | M | 3,309 | D | — | Aug 13, 2015 | Series A QVC Group Common Stock | 3,309 | 0 | D |
| Stock Option (right to buy) QVCAF6,F2 | $2.45 | Jun 26, 2015 | M | 14,383 | D | — | Dec 16, 2015 | Series A QVC Group Common Stock | 14,383 | 0 | D |
Explanation of responses
- F1This stock option was previously reported as an option for 179 shares of Series A Liberty Ventures Common Stock at an exercise price of $32.38 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 (as described in the Remarks section), 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 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 ("Rule 16b-3").
- F2The derivative security is fully vested.
- F3This stock option was granted as a result of the reattribution dividend (as described in the Remarks section). 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, now known as the Issuer's QVC Group 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 and (ii) an equity award relating to shares of the corresponding series of Liberty Ventures common stock.
- F4This stock option was previously reported as an option for 780 shares of Series A Liberty Ventures Common Stock at an exercise price of $6.89 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 (as described in the Remarks section), 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 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.
- F5This stock option was previously reported as an option relating to 3,592 shares of Series A Liberty Interactive Common Stock, now known as the Series A QVC Group Common Stock, at an exercise price of $12.43 per share. The number of shares relating to and the exercise price of this option were adjusted as a result of the reattribution dividend (as described in footnote 3) and pursuant to the anti-dilution provisions of the incentive plan under which such option was granted.
- F6This stock option was previously reported as an option relating to 15,609 shares of Series A Liberty Interactive Common Stock, now known as the Series A QVC Group Common Stock, at an exercise price of $2.65 per share. The number of shares relating to and the exercise price of this option were adjusted as a result of the reattribution dividend (as described in footnote 3) and pursuant to the anti-dilution provisions of the incentive plan under which such option was granted.
Remarks
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 the Issuer's Series A Liberty Ventures Common Stock for each share of Series A Liberty Ventures Common Stock outstanding. On October 3, 2014, the Issuer declared a stock dividend (the "reattribution dividend"), payable to all holders of record of the Issuer's Series A Liberty Interactive Common Stock, now known as the Series A QVC Group 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. 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.