| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | QRTEA | Series A Common Stock | Disposed to Issuer | $0 | -5.38M | -100% | $0.00* | 0 | Jun 3, 2021 | Direct | F1 |
| transaction | QRTEA | Series B Common Stock | Award | $0 | +5.38M | +795.69% | $0.00 | 6.05M | Jun 3, 2021 | Direct | F1, F2 |
| transaction | QRTEA | Series B Common Stock | Award | $0 | +1.1M | +18.19% | $0.00 | 7.16M | Jun 3, 2021 | Direct | F2, F3, F4 |
| holding | QRTEA | Series A Common Stock | 14.1K | Jun 3, 2021 | By 401(k) Savings Plan | F5 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | QRTEA | Stock Option (right to buy) - QRTEB | Disposed to Issuer | -198K | -100% | 0 | Jun 3, 2021 | Series B Common Stock | 198K | $16.71 | Direct | F6, F7 | ||
| transaction | QRTEA | Stock Option (right to buy) - QRTEB | Disposed to Issuer | -1.14M | -100% | 0 | Jun 3, 2021 | Series B Common Stock | 1.14M | $16.97 | Direct | F6, F7 |
| Id | Content |
|---|---|
| F1 | On June 3, 2021, the Issuer and the reporting person entered into a Stock Exchange Agreement (the "Exchange Agreement") whereby the reporting person acquired 5,378,308 shares of Series B Common Stock from the Issuer in exchange for an equivalent number of shares of Series A Common Stock. This exchange was approved by a committee of the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. |
| F2 | Each share of Series B Common Stock is convertible, at the holder's election, into one share of Series A Common Stock, at any time for no consideration other than the surrender of the share of Series B Common Stock for each share of Series A Common Stock. |
| F3 | Represents a restricted stock award that is scheduled to vest, subject to the reporting person's continued employment with the Issuer, in two equal tranches on each of December 10, 2024 and the fifth anniversary of the grant date, subject to earlier vesting under certain circumstances. See also Footnote 4. |
| F4 | On June 3, 2021, pursuant to the Letter Agreement (as defined in the Remarks section), the reporting person waived his rights to assert that certain specified events described therein would constitute a "Change in Control" or "Good Reason" (as defined in his Employment Agreement (as defined in the Remarks section)) with respect to the Issuer and agreed not to terminate his employment with the Issuer in connection with such events, which would have resulted in the severance-related obligations of the Issuer described in the Remarks section, and he agreed to the cancellation of certain stock options, as reported in Table II above. In consideration of the foregoing, the reporting person received the restricted stock grant of Series B Common Stock reported in Table I above and the Issuer agreed that its portion of the reporting person's annual equity awards to be granted for 2022, 2023 and 2024 pursuant to the Employment Agreement will be granted with respect to Series B Common Stock. |
| F5 | The 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 May 31, 2021. |
| F6 | The derivative security was fully vested. |
| F7 | On June 3, 2021, pursuant to the Letter Agreement (as defined in the Remarks section), the reporting person waived his rights to assert that certain specified events described therein would constitute a "Change in Control" or "Good Reason" (as defined in his Employment Agreement (as defined in the Remarks section)) with respect to the Issuer and agreed not to terminate his employment with the Issuer in connection with such events, which would have resulted in the severance-related obligations of the Issuer described in the Remarks section, and he agreed to the cancellation of certain stock options, as reported in Table II above. In consideration of the foregoing, the reporting person received the restricted stock grant of Series B Common Stock reported in Table I above and the Issuer agreed that its portion of the reporting person's annual equity awards to be granted for 2022, 2023 and 2024 will be granted with respect to Series B Common Stock. |
As a result of certain transactions between Mr. John C. Malone and in the absence of the negotiated letter agreement, dated June 3, 2021, among the Issuer, Liberty Media Corporation ("LMC") and the reporting person (the "Letter Agreement"), the reporting person would have had the right to assert that a "Change of Control" (as defined in that certain Executive Employment Agreement, dated as of December 13, 2019 (the "Employment Agreement"), by and between LMC and the reporting person) with respect to the Issuer had occurred and that the reporting person had "Good Reason" (as defined in the Employment Agreement) to resign from and terminate his employment with the Issuer, which would have resulted in accelerated vesting of his unvested equity awards and other payments by the Issuer to the reporting person and LMC.