SEC Form 4 · accession 0001225208-16-037468
Old QVC Group, Inc. · QVCGP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard N Baer
Officer — Chief Legal Officer
Period of report
Jul 27, 2016
Accepted (ET)
Aug 3, 2016 · 5:51 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001355096
Table I — non-derivative securities
No Table I lines on this filing.
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) - LVNTAF1,F2,F3 | $34.39 | Jul 27, 2016 | J | 103,255 | A | — | Dec 31, 2023 | Series A Liberty Ventures Common Stock | 103,255 | 103,255 | D |
| Stock Option (right to buy) - LVNTAF1,F4,F3 | $20.97 | Jul 27, 2016 | J | 33,655 | A | Dec 31, 2016 | Nov 8, 2022 | Series A Liberty Ventures Common Stock | 33,655 | 33,655 | D |
| Stock Option (right to buy) - LVNTAF1,F4,F3 | $13.12 | Jul 27, 2016 | J | 26,264 | A | Dec 31, 2016 | Nov 8, 2022 | Series A Liberty Ventures Common Stock | 26,264 | 26,264 | D |
Explanation of responses
- F1In connection with the completion of the CommerceHub spin-off (as defined in the Remarks section), all option awards held by the reporting person with respect to the Issuer's Liberty Ventures common stock (each, a "pre-CH Spin Ventures Award") were adjusted pursuant to the anti-dilution provisions of the incentive plan under which the option awards were granted, such that the reporting person received (i) an adjustment to the exercise price and number of shares relating to the Pre-CH Spin Ventures Award (as so adjusted, an "Adjusted Ventures Award") and (ii) an option relating to shares of the corresponding series of CommerceHub common stock and an option to purchase shares of CommerceHub Series C 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.
- F2The options were granted on June 1, 2016, and vest 50% on December 31, 2019 and 50% on December 31, 2020.
- F3Except as set forth on this Form 4, the terms of the Adjusted Ventures Award will, in all material respects, be the same as those of the corresponding Pre-CH Spin Ventures Award.
- F4The options were granted on November 8, 2012, and 50% vested on December 31, 2015 and 50% will vest on December 31, 2016.
Remarks
On July 22, 2016, the Issuer completed the spin-off (the "CommerceHub spin-off") of its former wholly owned subsidiary, CommerceHub, Inc. ("CommerceHub"), which was effected by the distribution to each holder of the Issuer's Liberty Ventures common stock of 0.1 of a share of the corresponding series of CommerceHub common stock and 0.2 of a share of CommerceHub Series C common stock. The reporting person is voluntarily filing this Form 4 for the purpose of reporting the adjustments described above. This Form 4 does not report any new transactions.