SEC Form 4 · accession 0001225208-16-041732
Old QVC Group, Inc. · QVCGP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Albert E Rosenthaler
Officer — Chief Corp. Dev. Officer
Period of report
Nov 9, 2016
Accepted (ET)
Nov 14, 2016 · 6:30 pm EST
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 | $36.86 | Nov 9, 2016 | J | 18,349 | A | — | Mar 4, 2022 | Series A Liberty Ventures Common Stock | 18,349 | 18,349 | D |
| Stock Option (right to buy) - LVNTAF1,F4,F3 | $36.86 | Nov 9, 2016 | J | 40,712 | A | — | Mar 4, 2023 | Series A Liberty Ventures Common Stock | 40,712 | 40,712 | D |
| Stock Option (right to buy) - LVNTAF1,F5,F3 | $20.52 | Nov 9, 2016 | J | 13,195 | A | — | Mar 19, 2020 | Series A Liberty Ventures Common Stock | 13,195 | 13,195 | D |
| Stock Option (right to buy) - LVNTAF1,F5,F3 | $13.67 | Nov 9, 2016 | J | 9,474 | A | — | Mar 19, 2020 | Series A Liberty Ventures Common Stock | 9,474 | 9,474 | D |
Explanation of responses
- F1In connection with the completion of the Redemption (as defined in the Remarks section), all option awards held by the reporting person with respect to Liberty Interactive Corporation's (the "Issuer") Liberty Ventures common stock (each, a "Pre-Split 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-Split Ventures Award (as so adjusted, an "Adjusted Ventures Award") and (ii) an option relating to shares of the corresponding series of Liberty Expedia Holdings, Inc. ("Splitco") 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 March 4, 2015; 33.33% vested on March 4, 2016, 33.33% will vest on March 4, 2017, and 33.33% will vest on March 4, 2018.
- 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-Split Ventures Award.
- F4The options were granted on March 4, 2015; 50% vest on December 31, 2019, and 50% vest on December 31, 2020.
- F5The derivative security is fully vested.
Remarks
On November 4, 2016, the Issuer redeemed (the "Redemption") a portion of the shares of its Liberty Ventures common stock for shares of common stock of Splitco. In the Redemption, the Issuer redeemed (i) 0.4 of each outstanding share of its Series A Liberty Ventures common stock for 0.4 of a share of Splitco's Series A common stock and (ii) 0.4 of each outstanding share of its Series B Liberty Ventures common stock for 0.4 of a share of Splitco's Series B common stock (in each case, with cash paid in lieu of any fractional shares).