SEC Form 4 · accession 0001225208-18-006074
Old QVC Group, Inc. · QVCGP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Larry E Romrell
Director
Period of report
Mar 9, 2018
Accepted (ET)
Mar 13, 2018 · 5:30 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 | 7,233 | $0.00 | D | 0 | D | |
| Series B Liberty Ventures Common StockF2,F1 | Mar 9, 2018 | J | 117 | $0.00 | D | 0 | D |
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 | $8.43 | Mar 9, 2018 | J | 685 | D | — | Dec 15, 2018 | Series A Liberty Ventures Common Stock | 685 | 0 | D |
| Stock Option (right to buy) - LVNTAF3,F4 | $14.82 | Mar 9, 2018 | J | 887 | D | — | Dec 15, 2018 | Series A Liberty Ventures Common Stock | 887 | 0 | D |
| Stock Option (right to buy) - LVNTAF3,F4 | $52.00 | Mar 9, 2018 | J | 2,482 | D | Dec 12, 2017 | Dec 12, 2023 | Series A Liberty Ventures Common Stock | 2,482 | 0 | D |
| Stock Option (right to buy) - LVNTAF3 | $56.96 | Mar 9, 2018 | J | 2,320 | D | Dec 12, 2018 | Dec 12, 2024 | Series A Liberty Ventures Common Stock | 2,320 | 0 | D |
| Stock Option (right to buy) - LVNTAF3,F4 | $40.68 | Mar 9, 2018 | J | 1,326 | D | Dec 17, 2016 | Dec 17, 2022 | Series A Liberty Ventures Common Stock | 1,326 | 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.
- F2Each 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.
- 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.