Gregory B. Maffei - Dec 10, 2021 Form 4 Insider Report for Qurate Retail, Inc. (QRTEA)

Role
Chairman of the Board, Director, 10%+ Owner
Signature
/s/ Brittany A. Uthoff as Attorney-in-Fact for Gregory B. Maffei
Stock symbol
QRTEA
Transactions as of
Dec 10, 2021
Transactions value $
$0
Form type
4
Date filed
12/14/2021, 04:21 PM
Previous filing
Dec 1, 2021
Next filing
Dec 17, 2021

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
holding QRTEA Stock Option (right to buy) - QRTEA 4.42M Dec 10, 2021 Series A Common Stock 4.42M $3.98 Direct F1
holding QRTEA Stock Option (right to buy) - QRTEA 1.31M Dec 10, 2021 Series A Common Stock 1.31M $8.84 Direct F2
holding QRTEA Stock Option (right to buy) - QRTEA 412K Dec 10, 2021 Series A Common Stock 412K $12.50 Direct F3, F4
holding QRTEA Stock Option (right to buy) - QRTEB 46.7K Dec 10, 2021 Series B Common Stock 46.7K $8.76 Direct F4, F5
holding QRTEA Stock Option (right to buy) - QRTEB 316K Dec 10, 2021 Series B Common Stock 316K $11.59 Direct F4, F6
holding QRTEA Stock Option (right to buy) - QRTEB 1.5M Dec 10, 2021 Series B Common Stock 1.5M $12.20 Direct F4, F7
holding QRTEA Stock Option (right to buy) - QRTEB 360K Dec 10, 2021 Series B Common Stock 360K $13.49 Direct F4, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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 3,772,871 shares of the Issuer's Series A common stock at an exercise price of $4.65 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").
F2 This stock option award was previously reported as an option relating to 1,190,529 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.
F3 This stock option award was previously reported as an option relating to 352,707 shares of the Issuer's Series A common stock at an exercise price of $14.62 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.
F4 The derivative security is fully vested.
F5 This stock option award was previously reported as an option relating to 46,671 shares of the Issuer's Series B common stock at an exercise price of $10.25 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.
F6 This stock option award was previously reported as an option relating to 270,434 shares of the Issuer's Series B common stock at an exercise price of $13.56 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.
F7 This stock option award was previously reported as an option relating to 1,283,187 shares of the Issuer's Series B common stock at an exercise price of $14.27 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.
F8 This stock option award was previously reported as an option relating to 308,183 shares of the Issuer's Series B common stock at an exercise price of $15.78 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.