SEC Form 4 · accession 0001225208-18-006071
Old QVC Group, Inc. · QVCGP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gregory B Maffei
Officer — Chairman of the Board · Director · 10% Owner
Period of report
Mar 9, 2018
Accepted (ET)
Mar 13, 2018 · 5:29 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,F2 | Mar 9, 2018 | J | 358,021 | $0.00 | D | 0 | D | |
| Series B Liberty Ventures Common StockF3,F1 | Mar 9, 2018 | J | 246,395 | $0.00 | D | 0 | D | |
| Series A Liberty Ventures Common StockF1,F4 | Mar 9, 2018 | J | 870 | $0.00 | D | 0 | I | By 401(k) Savings Plan |
| Series A Liberty Ventures Common StockF1,F5 | Mar 9, 2018 | J | 574,211 | $0.00 | D | 0 | I | Maven 2017 - 1 GRAT |
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) - LVNTAF6,F7 | $55.96 | Mar 9, 2018 | J | 116,437 | D | — | Dec 17, 2019 | Series A Liberty Ventures Common Stock | 116,437 | 649,004 | D |
| Stock Option (right to buy) - LVNTAF6,F7 | $55.96 | Mar 9, 2018 | J | 147,894 | D | — | Dec 17, 2019 | Series A Liberty Ventures Common Stock | 147,894 | 501,110 | D |
| Stock Option (right to buy) - LVNTAF6,F7 | $55.96 | Mar 9, 2018 | J | 206,127 | D | — | Dec 17, 2019 | Series A Liberty Ventures Common Stock | 206,127 | 294,983 | D |
| Stock Option (right to buy) - LVNTAF6,F7 | $55.96 | Mar 9, 2018 | J | 294,983 | D | — | Dec 17, 2019 | Series A Liberty Ventures Common Stock | 294,983 | 0 | D |
| Stock Option (right to buy) - LVNTAF6,F7 | $55.96 | Mar 9, 2018 | J | 108,557 | D | Dec 31, 2017 | Dec 26, 2024 | Series A Liberty Ventures Common Stock | 108,557 | 0 | D |
| Stock Option (right to buy) - LVNTBF6,F7 | $56.38 | Mar 9, 2018 | J | 119,545 | D | — | Mar 29, 2023 | Series B Liberty Ventures Common Stock | 119,545 | 0 | D |
| Stock Option (right to buy) - LVNTBF6,F7 | $56.38 | Mar 9, 2018 | J | 64,732 | D | — | Mar 31, 2022 | Series B Liberty Ventures Common Stock | 64,732 | 0 | D |
| Stock Option (right to buy) - LVNTBF6,F8 | $56.38 | Mar 9, 2018 | J | 637,561 | D | — | Dec 24, 2021 | Series B Liberty Ventures Common Stock | 637,561 | 0 | D |
| Stock Option (right to buy) - LVNTBF6,F7 | $56.38 | Mar 9, 2018 | J | 258,724 | D | Dec 31, 2017 | May 11, 2024 | Series B Liberty Ventures Common Stock | 258,724 | 0 | D |
| Stock Option (right to buy) - LVNTBF6 | $54.01 | Mar 9, 2018 | J | 143,044 | D | Dec 31, 2018 | Mar 5, 2025 | Series B Liberty Ventures Common Stock | 143,044 | 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.
- F2These holdings were decreased by one share from the Form 4 filed by the reporting person on December 28, 2017, as a result of an accounting reconciliation.
- F3Each share of Series B Liberty Ventures common stock was convertible, at the holder's election, into one share of Series A Liberty Ventures common stock, at any time for no consideration other than the surrender of the share of Series B Liberty Ventures common stock for each share of Series A Liberty Ventures common stock.
- F4The 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.
- F5The reporting person is the sole trustee of the grantor retained annuity trust, for the benefit of himself, his spouse and his children.
- F6In 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.
- F7The derivative security is fully vested.
- F8This option vests in two equal installments on December 24, 2018 and December 24, 2019.