|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
| |||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) - QRTEA | $ 5.27 (1) | 听 | 听 | 听 | 听 | 听 | 听 | 12/09/2020 | 12/09/2026 | Series A Common Stock | 65,383 (1) | 听 | 65,383 (1) | D | 听 |
| Stock Option (right to buy) - QRTEA | $ 13.55 (2) | 听 | 听 | 听 | 听 | 听 | 听 | 听 (3) | 12/06/2025 | Series A Common Stock | 25,956 (2) | 听 | 25,956 (2) | D | 听 |
| Stock Option (right to buy) - QRTEA | $ 14.87 (4) | 听 | 听 | 听 | 听 | 听 | 听 | 听 (3) | 12/12/2024 | Series A Common Stock | 17,237 (4) | 听 | 17,237 (4) | D | 听 |
| Stock Option (right to buy) - QRTEA | $ 15.56 (5) | 听 | 听 | 听 | 听 | 听 | 听 | 听 (3) | 12/16/2020 | Series A Common Stock | 4,665 (5) | 听 | 4,665 (5) | D | 听 |
| Stock Option (right to buy) - QRTEA | $ 16.08 (6) | 听 | 听 | 听 | 听 | 听 | 听 | 听 (3) | 12/17/2022 | Series A Common Stock | 7,684 (6) | 听 | 7,684 (6) | D | 听 |
| Reporting Owner Name / Address | Relationships | |||
| 听Director | 听10% Owner | 听Officer | 听Other | |
| Gilchrist Malcolm Ian Grant 12300 LIBERTY BOULEVARD ENGLEWOOD,听CO听80112 |
听 X | 听 | 听 | 听 |
| 听/s/ Craig Troyer as Attorney-in-Fact for Malcolm Ian Grant Gilchrist | 听 09/23/2020 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | This stock option award was previously reported as an option relating to 39,756 shares of the Issuer's Series A common stock at an exercise price of $8.65 per share and was adjusted as a result of the Dividend (as described in the Remarks section). In connection with the Dividend, all stock options held by the reporting person with respect to the Issuer's common stock were adjusted pursuant to the anti-dilution provisions of the incentive plan under which such award was granted, such that the reporting person received an adjustment to (i) the exercise price and (ii) the number of shares relating to such option. 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 ("Rule 16b-3"). |
| (2) | This stock option award was previously reported as an option relating to 15,820 shares of the Issuer's Series A common stock at an exercise price of $22.24 per share and was adjusted as a result of the Dividend. In connection with the Dividend, all stock options held by the reporting person with respect to the Issuer's common stock were adjusted pursuant to the anti-dilution provisions of the incentive plan under which such award was granted, such that the reporting person received an adjustment to (i) the exercise price and (ii) the number of shares relating to such option. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3. |
| (3) | The derivative security is fully vested. |
| (4) | This stock option award was previously reported as an option relating to 10,503 shares of the Issuer's Series A common stock at an exercise price of $24.41 per share and was adjusted as a result of the Dividend. In connection with the Dividend, all stock options held by the reporting person with respect to the Issuer's common stock were adjusted pursuant to the anti-dilution provisions of the incentive plan under which such award was granted, such that the reporting person received an adjustment to (i) the exercise price and (ii) the number of shares relating to such option. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3. |
| (5) | This stock option award was previously reported as an option relating to 2,843 shares of the Issuer's Series A common stock at an exercise price of $25.54 per share and was adjusted as a result of the Dividend. In connection with the Dividend, all stock options held by the reporting person with respect to the Issuer's common stock were adjusted pursuant to the anti-dilution provisions of the incentive plan under which such award was granted, such that the reporting person received an adjustment to (i) the exercise price and (ii) the number of shares relating to such option. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3. |
| (6) | This stock option award was previously reported as an option relating to 4,681 shares of the Issuer's Series A common stock at an exercise price of $26.40 per share and was adjusted as a result of the Dividend. In connection with the Dividend, all stock options held by the reporting person with respect to the Issuer's common stock were adjusted pursuant to the anti-dilution provisions of the incentive plan under which such award was granted, such that the reporting person received an adjustment to (i) the exercise price and (ii) the number of shares relating to such option. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3. |
| 听 Remarks: On听August听21,听2020,听the听Issuer听announced听that听an听authorized听committee听of听the听Issuer's听board听of听directors听declared听a听special听dividend听on听each听outstanding听share听of听its听common听stock听payable听on听September听14,听2020听to听all听holders听of听record听as听of听5:00听p.m.,听New听York听City听time,听on听August听31,听2020听consisting听of听(i)听a听special听cash听dividend听in听the听amount听of听$1.50听per听common听share听and听(ii)听a听special听dividend听of听0.03听shares听of听newly听issued听8.0%听Series听A听Cumulative听Redeemable听Preferred听Stock听(the听"Preferred听Shares"),听having听an听initial听liquidation听price听of听$100听per听Preferred听Share听(the听"Dividend").听The听Reporting听Person听is听voluntarily听filing听this听Form听4听to听report听the听equity听award听adjustments听as听described听above.听听No听new听transactions听are听reported听on听this听Form听4. | |