SEC Form 4 · accession 0001225208-15-015076
Old QVC Group, Inc. · QVCGP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael A George
Director
Period of report
Jul 1, 2015
Accepted (ET)
Jul 2, 2015 · 7:52 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 Stock | Jul 1, 2015 | M | 67,482 | $22.31 | A | 284,607 | D | |
| Series A Liberty Ventures Common StockF3 | Jul 1, 2015 | S | 67,482 | $39.0546 | D | 217,125 | D | |
| Series A QVC Group Common Stock | Jul 1, 2015 | M | 270,111 | $17.74 | A | 1,201,290 | D | |
| Series A QVC Group Common StockF4 | Jul 1, 2015 | S | 270,111 | $27.8319 | D | 931,179 | 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) - LVNTAF5,F6 | $22.31 | Jul 1, 2015 | M | 67,482 | D | — | Mar 1, 2017 | Series A Liberty Ventures Common Stock | 67,482 | 9,277 | D |
| Stock Option (right to buy) QVCAF7,F6 | $17.74 | Jul 1, 2015 | M | 270,111 | D | — | Mar 1, 2017 | Series A QVC Group Common Stock | 270,111 | 270,110 | D |
Explanation of responses
- F1Such transactions were effected pursuant to a 10b5-1 trading plan adopted by the reporting person in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
- F2Open market sale pursuant to a 10b5-1 trading plan adopted by the reporting person in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
- F3The price is a weighted average price. These shares were sold in multiple transactions ranging from $38.71 to $39.65, 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.
- F4The price is a weighted average price. These shares were sold in multiple transactions ranging from $27.665 to $28.090, 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.
- F5This 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.
- F6The derivative security is fully vested.
- F7The 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 5) and pursuant to the anti-dilution provisions of the incentive plan under which such option was granted.
Remarks
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 Issuer's 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.