SEC Form 4 · accession 0001225208-18-006061
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
Mar 9, 2018
Accepted (ET)
Mar 13, 2018 · 5:28 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 Liberty Ventures Common StockF1 | Mar 9, 2018 | J | 48,558 | $0.00 | D | 0 | D | |
| Series A Liberty Ventures Common StockF1,F2 | Mar 9, 2018 | J | 1,845 | $0.00 | D | 0 | I | By 401(k) Savings Plan |
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) - LVNTAF3,F4 | $55.96 | Mar 9, 2018 | J | 12,232 | D | — | Mar 4, 2022 | Series A Liberty Ventures Common Stock | 12,232 | 0 | D |
| Stock Option (right to buy) - LVNTAF3,F4 | $55.96 | Mar 9, 2018 | J | 33,290 | D | — | Mar 4, 2023 | Series A Liberty Ventures Common Stock | 33,290 | 0 | D |
| Stock Option (right to buy) - LVNTAF3,F4 | $55.96 | Mar 9, 2018 | J | 22,669 | D | — | Mar 19, 2020 | Series A Liberty Ventures Common Stock | 22,669 | 0 | D |
| Stock Option (right to buy) - LVNTAF3,F4 | $55.96 | Mar 9, 2018 | J | 5,002 | D | Mar 4, 2018 | Mar 4, 2022 | Series A Liberty Ventures Common Stock | 5,002 | 0 | D |
| Stock Option (right to buy) - LVNTAF3,F4 | $55.96 | Mar 9, 2018 | J | 4,208 | D | Dec 31, 2017 | Dec 26, 2024 | Series A Liberty Ventures Common Stock | 4,208 | 0 | D |
Explanation of responses
- F1On March 9, 2018, Liberty Interactive Corporation (the "Issuer") redeemed (the "Redemption") each share of its Liberty Ventures common stock for shares of common stock of GCI Liberty, Inc. ("GCI Liberty"). In the Redemption, the Issuer redeemed (i) each outstanding share of its Series A Liberty Ventures common stock for one share of GCI Liberty's Class A common stock and (ii) each outstanding share of its Series B Liberty Ventures common stock for one share of GCI Liberty's Class B common stock. Such transactions were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
- F2The number of shares reported as held in the reporting person's 401(k) is based on a statement from the Plan Administrator dated as of February 28, 2018, pro forma for the completion of the Redemption.
- F3In connection with the completion of the Redemption, all option awards held by the reporting person with respect to the Issuer's Liberty Ventures common stock (each, a "Ventures Award") were adjusted pursuant to the anti-dilution provisions of the incentive plan under which the option awards were granted, such that each Ventures Award was exchanged for an option to purchase an equivalent number of shares of the corresponding class of GCI Liberty 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.
- F4The derivative security is fully vested.