SEC Form 4 · accession 0001225208-16-034621
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 QVC Group Common StockF1,F2 | Jun 2, 2016 | J | 125,000 | $26.9734 | D | 5,113,159 | I | Lake Tana LLC |
| Series A Liberty Ventures Common StockF1,F2 | Jun 3, 2016 | J | 88,527 | $38.0864 | A | 304,390 | I | Lake Tana LLC |
| Series A Liberty Ventures Common Stock | holding | — | — | — | 938 | D | ||
| Series A QVC Group Common Stock | holding | — | — | — | 3,331,374 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Forward sale contract (obligation to sell)F2,F1 | — | Jun 2, 2016 | J | 125,000 | D | May 27, 2016 | Jun 13, 2016 | Series A QVC Group Common Stock | 125,000 | 750,000 | I |
Explanation of responses
- F1On June 2, 2016, Lake Tana LLC partially settled the Forward Contract (as described in the Remarks section) with an unaffiliated third party buyer. Accordingly, Lake Tana LLC sold to the buyer 125,000 of the Pledged Shares and, pursuant to the terms of the Forward Contract, purchased 88,527 shares of LVNTA in exchange for such Pledged Shares.
- 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.
Remarks
On May 27, 2016, Lake Tana LLC entered into a postpaid variable forward sale contract (the "Forward Contract") with an unaffiliated third party buyer. The contract obligates Lake Tana LLC to deliver to the buyer up to an aggregate of 1,177,283 shares of the Issuer's Series A QVC Group Common Stock ("QVCA") at the volume weighted average trading price less a commission for each trading day on ten settlement days occurring on the ten consecutive trading days beginning on May 27, 2016. In exchange for assuming this obligation, Lake Tana LLC will receive shares of the Issuer's Series A Liberty Ventures Common Stock ("LVNTA") valued at the 10b-18 volume weighted average price plus a commission on the date following each settlement date under the Forward Contract. Lake Tana LLC pledged 1,177,283 shares of QVCA (the "Pledged Shares") to secure its obligations under the contract. On the first settlement date, 52,283 shares of QVCA were delivered to the buyer, and 125,000 shares of QVCA are being delivered to the buyer on each subsequent settlement date until the aggregate number of shares of QVCA subject to the Forward Contract is satisfied.