MARK C. VADON - 06 Dec 2021 Form 4 Insider Report for Qurate Retail, Inc. (QVCGA)

Role
Director
Signature
/s/ Brittany A. Uthoff as Attorney-in-Fact for Mark C. Vadon
Issuer symbol
QVCGA
Transactions as of
06 Dec 2021
Net transactions value
$0
Form type
4
Filing time
08 Dec 2021, 16:13:37 UTC
SEC
View on sec.gov

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 +14,188 $0.000000 14,188 06 Dec 2021 Series A Common Stock 14,188 Direct F1
holding QRTEA Stock Option (right to buy) - QRTEA 82,297 06 Dec 2021 Series A Common Stock 82,297 $4.21 Direct F2, F3
holding QRTEA Stock Option (right to buy) - QRTEA 448,064 06 Dec 2021 Series A Common Stock 448,064 $7.60 Direct F3, F4
holding QRTEA Stock Option (right to buy) - QRTEA 27,198 06 Dec 2021 Series A Common Stock 27,198 $8.84 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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.