Mark C. Vadon - Dec 6, 2021 Form 4 Insider Report for Qurate Retail, Inc. (QRTEA)

Role
Director
Signature
/s/ Brittany A. Uthoff as Attorney-in-Fact for Mark C. Vadon
Stock symbol
QRTEA
Transactions as of
Dec 6, 2021
Transactions value $
$0
Form type
4
Date filed
12/8/2021, 04:13 PM

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction QRTEA Restricted Stock Units - QRTEA Award $0 +14.2 K $0.00 14.2 K Dec 6, 2021 Series A Common Stock 14.2 K Direct F1
holding QRTEA Stock Option (right to buy) - QRTEA 82.3 K Dec 6, 2021 Series A Common Stock 82.3 K $4.21 Direct F2, F3
holding QRTEA Stock Option (right to buy) - QRTEA 448 K Dec 6, 2021 Series A Common Stock 448 K $7.60 Direct F3, F4
holding QRTEA Stock Option (right to buy) - QRTEA 27.2 K Dec 6, 2021 Series A Common Stock 27.2 K $8.84 Direct F5

Explanation of Responses:

Id Content
F1 Each restricted stock unit represents a contingent right to receive one share of Series A Common Stock.
F2 On November 4, 2021, the Issuer announced that its board of directors declared a special cash dividend in the amount of $1.25 per common share payable on November 22, 2021, to all holders of record of the Issuer's common stock at the close of business on November 15, 2021 (the "Dividend"). This stock option award was previously reported as an option relating to 70,209 shares of the Issuer's Series A common stock at an exercise price of $4.92 per share and was adjusted as a result of the Dividend. In connection with the Dividend, all common stock options held by the reporting person 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 of the Securities Exchange Act of 1934, as amended ("Rule 16b-3").
F3 The derivative security is fully vested.
F4 This stock option award was previously reported as an option relating to 381,189 shares of the Issuer's Series A common stock at an exercise price of $8.89 per share and was adjusted as a result of the Dividend. In connection with the Dividend, all common stock options held by the reporting person 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.
F5 This stock option award was previously reported as an option relating to 24,726 shares of the Issuer's Series A common stock at an exercise price of $10.34 per share and was adjusted as a result of the Dividend. In connection with the Dividend, all common stock options held by the reporting person 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.

Remarks:

Exhibit List: Ex. 24 - Power of Attorney.