John C. Malone - Jun 3, 2021 Form 4 Insider Report for Qurate Retail, Inc. (QRTEA)

Role
Director
Signature
/s/ Brittany A. Uthoff as Attorney-in-Fact for John C. Malone
Stock symbol
QRTEA
Transactions as of
Jun 3, 2021
Transactions value $
$0
Form type
4
Date filed
6/7/2021, 06:59 PM
Next filing
Jun 10, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction QRTEA Series A Common Stock Award $0 +29M +3528% $0.00 29.8M Jun 3, 2021 Direct F1, F2
transaction QRTEA Series B Common Stock Disposed to Issuer $0 -26.3M -100% $0.00* 0 Jun 3, 2021 Direct F1, F3
transaction QRTEA Series A Common Stock Award $0 +938K +249.19% $0.00 1.31M Jun 3, 2021 Leslie A. Malone 1995 Revocable Trust F1, F4
transaction QRTEA Series B Common Stock Disposed to Issuer $0 -852K -100% $0.00* 0 Jun 3, 2021 Leslie A. Malone 1995 Revocable Trust F1, F3, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to (i) the Call Agreement and (ii) the Stock Exchange Agreement (each as defined and further described in the Remarks section), the Malone Trusts (as defined in the Remarks section) transferred 27,196,985 shares of Series B Common Stock to the Issuer in exchange for 29,916,682 shares of Series A Common Stock. Under the terms of the Call Agreement, the aggregate call price converts into an equivalent ratio of 1.1 shares of Series A Common Stock for each share of Series B Common Stock with the aggregate number of shares of Series A Common Stock issued to each of the Malone Trusts rounded down to the nearest whole share. 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 Includes 3,756 shares of Series A Common Stock previously reported as held indirectly by a 401(k) savings plan for the benefit of the reporting person that were distributed to the reporting person and are now owned directly.
F3 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.
F4 Includes 376,260 shares of Series A Common Stock held by the Leslie A. Malone 1995 Revocable Trust that were previously reported as indirectly held by the reporting person's spouse. The reporting person disclaims beneficial ownership of these shares.
F5 Consists of shares of Series B Common Stock held by the Leslie A. Malone 1995 Revocable Trust that were previously reported as indirectly held by the reporting person's spouse. The reporting person disclaims beneficial ownership of these shares.

Remarks:

The Call Agreement, dated February 9, 1998, among the Issuer, as successor-in-interest to the assignee of Tele-Communications, Inc., the reporting person and his spouse (the "Call Agreement"), provided the Issuer with the right to acquire all, but not less than all, of the Series B Common Stock of the Issuer beneficially owned by the reporting person, his spouse and certain trusts for the benefit of each of them (the "Malone Trusts"), among others, at a per share price equal to the lower of (x) the $14.00 per share price stated in the offer delivered to the reporting person by Mr. Gregory B. Maffei on May 18, 2021 (the "Offer") or (y) 110% of the average closing prices of a share of Series A Common Stock of the Issuer for the 30 consecutive trading days ending on May 17, 2021 (with the price calculated pursuant to clause (y) equal to $13.62 per share (the "Call Price")) (the "Call Right"). On May 18, 2021, the reporting person provided written notice to the Issuer of his desire to accept the Offer, subject to certain conditions, and on June 2, 2021, the Issuer delivered written notice to the reporting person to exercise the Call Right and to pay the per share Call Price required by the Call Agreement in shares of Series A Common Stock of the Issuer. On June 3, 2021, the Issuer, the reporting person, his spouse and the Malone Trusts, among others, entered into a Stock Exchange Agreement (the "Stock Exchange Agreement") to effect the closing of the Call Right exercise. Exhibit 24: Power of Attorney.