SEC Form 4 · accession 0001225208-15-019329
Old QVC Group, Inc. · QVCGP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark C Vadon
Director
Period of report
Oct 1, 2015
Accepted (ET)
Oct 5, 2015 · 6:45 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 QVC Group Common StockF1 | Oct 1, 2015 | A | 2,969,555 | $0.00 | A | 2,969,555 | D | |
| Series A QVC Group Common StockF1,F2 | Oct 1, 2015 | A | 7,040,442 | $0.00 | A | 7,040,442 | I | Lake Tana LLC |
| Series A QVC Group Common StockF1,F3 | Oct 1, 2015 | A | 358,355 | $0.00 | A | 358,355 | I | Vadon Holdings, LLC |
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) QVCAF5,F4 | $15.64 | Oct 1, 2015 | A | 864,737 | A | — | May 15, 2023 | Series A QVC Group Common Stock | 864,737 | 864,737 | D |
Explanation of responses
- F1Pursuant to the terms of the Agreement and Plan of Reorganization, dated August 16, 2015, by and among the Issuer, zulily, inc. ("zulily"), Mocha Merger Sub, Inc. and Ziggy Merger Sub, LLC (the "Agreement"), and the Offer (as defined in the Agreement), each share of zulily's Class A Common Stock and zulily's Class B Common Stock (collectively, "zulily Common Stock") beneficially owned by the reporting person was tendered into the Offer in exchange for (i) $9.375 per share in cash, without interest and less any required withholding taxes, and (ii) the right to receive 0.3098 (subject to adjustment as set forth in the Agreement) of a share of the Issuer's Series A QVC Group Common Stock. These shares were received in exchange for shares of zulily Common Stock beneficially owned by the reporting person pursuant to the terms of the Agreement.
- F2The reporting person is the manager of Lake Tana LLC and has sole voting and investment power with respect to the shares held by Lake Tana LLC.
- F3The reporting person is the manager of Vadon Holdings, LLC and has sole voting and investment power with respect to the shares held by Vadon Holdings, LLC.
- F4The option is early-exercisable at any time by the holder of the option. This option is divided into five equal sub-grants. Each sub-grant vests in 48 monthly installments commencing on the following dates: May 16, 2013 (first sub-grant), May 16, 2014 (second sub-grant), May 16, 2015 (third sub-grant), May 16, 2016 (fourth sub-grant) and May 16, 2017 (fifth sub-grant).
- F5This stock option award was received pursuant to the terms of the Agreement in exchange for a stock option award held by the reporting person to acquire 1,315,390 shares of zulily's Class B common stock for an exercise price of $10.28 per share.