Statement of Changes in Beneficial Ownership (4)
September 23 2020 - 7:08PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
ROSENTHALER ALBERT E |
2. Issuer Name and Ticker or Trading Symbol
Qurate Retail, Inc.
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QRTEA
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Corp. Dev. Officer |
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(Last)
(First)
(Middle)
12300 LIBERTY BOULEVARD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/14/2020 |
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(Street)
ENGLEWOOD, CO 80112
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| 8% Series A Cumulative Redeemable Preferred Stock | 9/14/2020 | | J |
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| 4770.0000 (1) | A | $0.0000 | 4770.0000 | D | |
| 8% Series A Cumulative Redeemable Preferred Stock | 9/14/2020 | | J |
V
| 554.0000 (1) | A | $0.0000 | 554.0000 (2) | I | By 401(k) Savings Plan |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(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 | $15.6800 (3) | | | | | | | (4) | 12/26/2024 | Series A Common Stock | 9800.0000 (3) | | 9800.0000 (3) | D | |
| Stock Option (right to buy) - QRTEA | $18.0300 (5) | | | | | | | (4) | 3/4/2022 | Series A Common Stock | 185193.0000 (5) | | 185193.0000 (5) | D | |
| Stock Option (right to buy) - QRTEA | $18.0300 (6) | | | | | | | (7) | 3/4/2023 | Series A Common Stock | 418703.0000 (6) | | 418703.0000 (6) | D | |
| Explanation of Responses: |
| (1) | On August 21, 2020, the Issuer announced that an authorized committee of the Issuer's board of directors declared a special dividend on each outstanding share of its common stock payable on September 14, 2020 to all holders of record as of 5:00 p.m., New York City time, on August 31, 2020 consisting of (i) a special cash dividend in the amount of $1.50 per common share and (ii) a special dividend of 0.03 shares of newly issued 8.0% Series A Cumulative Redeemable Preferred Stock (the "Preferred Shares"), having an initial liquidation price of $100 per Preferred Share (the "Dividend"). As a result of the Dividend, the reporting person (i) directly received 4,770 Preferred Shares and (ii) indirectly received 554 Preferred Shares through the 401(k) Savings Plan. The receipt of Preferred Shares in the Dividend was 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) | The number of Preferred Shares reported as received by the reporting person's 401(k) is based on a statement from the Plan Administrator dated as of September 22, 2020. |
| (3) | This stock option award was previously reported as an option relating to 5,971 shares of the Issuer's Series A common stock at an exercise price of $25.74 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. |
| (4) | The derivative security is fully vested. |
| (5) | This stock option award was previously reported as an option relating to 112,875 shares of the Issuer's Series A common stock at an exercise price of $29.59 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 255,199 shares of the Issuer's Series A common stock at an exercise price of $29.59 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. |
| (7) | The derivative security vested 50% on December 31, 2019 and the remaining 50% will vest on December 31, 2020. |
Remarks:
The Reporting Person is voluntarily filing this Form 4 to report the receipt of Preferred Shares in the Dividend and the equity award adjustments as described above. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
ROSENTHALER ALBERT E
12300 LIBERTY BOULEVARD
ENGLEWOOD, CO 80112 |
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| Chief Corp. Dev. Officer |
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Signatures
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| /s/ Craig Troyer as Attorney-in-Fact for Michael A. George | | 9/23/2020 |
| **Signature of Reporting Person | Date |
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