SEC Form 4 · accession 0001225208-15-019327
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 | Oct 1, 2015 | M | 58,205 | $14.86 | A | 275,330 | D | |
| Series A Liberty Ventures Common Stock | Oct 1, 2015 | M | 9,277 | $22.31 | A | 284,607 | D | |
| Series A Liberty Ventures Common StockF3 | Oct 1, 2015 | S | 67,482 | $40.4802 | D | 217,125 | D | |
| Series A QVC Group Common Stock | Oct 1, 2015 | M | 270,110 | $17.74 | A | 1,201,289 | D | |
| Series A QVC Group Common StockF4 | Oct 1, 2015 | S | 270,110 | $26.4536 | 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 | $22.31 | Oct 1, 2015 | M | 9,277 | D | — | Mar 1, 2017 | Series A Liberty Ventures Common Stock | 9,277 | 0 | D |
| Stock Option (right to buy) - LVNTAF6,F5 | $14.86 | Oct 1, 2015 | M | 58,205 | D | — | Mar 1, 2017 | Series A Liberty Ventures Common Stock | 58,205 | 0 | D |
| Stock Option (right to buy) QVCAF5 | $17.74 | Oct 1, 2015 | M | 270,110 | D | — | Mar 1, 2017 | Series A QVC Group Common Stock | 270,110 | 0 | 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 $39.98 to $40.87, 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 $26.17 to $26.81, 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.
- F5The derivative security is fully vested.
- F6This stock option was previously reported as an option for 28,665 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 declared by the Issuer on February 27, 2014 (the "stock dividend"), and August 27, 2014 as a result of the spin-off (as described in the Remarks section), respectively 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.
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.