SEC Form 4 · accession 0001225208-15-018569
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 StockF1 | Sep 16, 2015 | M | 13,036 | $14.86 | A | 78,912 | D | |
| Series A Liberty Ventures Common StockF2 | Sep 16, 2015 | S | 5,499 | $40.7642 | D | 73,413 | D | |
| Series A Liberty Ventures Common Stock | Sep 16, 2015 | F | 7,537 | $40.80 | D | 65,876 | D | |
| Series A Liberty Ventures Common StockF3 | holding | — | — | — | 2,213 | 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 | Sep 16, 2015 | M | 13,036 | D | — | Dec 16, 2015 | Series A Liberty Ventures Common Stock | 13,036 | 0 | D |
Explanation of responses
- F1These holdings were decreased by one share from the Form 4 filed by the reporting person on November 14, 2014, as a result of an accounting reconciliation.
- F2The price is a weighted average price. These shares were sold in multiple transactions ranging from $40.7610 to $40.7830, 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 August 31, 2015.
- F4This stock option was previously reported as an option for 6,420 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 (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 plan 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").
- F5The derivative security is fully vested.
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 Series A Liberty Ventures Common Stock for each share of Series A Liberty Ventures 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 plan under which such 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.