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

Role: Chairman of the Board, Director, 10%+ Owner
Signature: /s/ Brittany A. Uthoff as Attorney-in-Fact for Gregory B. Maffei
Issuer symbol: QVCGA
Transactions as of: 10 Dec 2021
Net transactions value: $0
Form type: 4
Filing time: 14 Dec 2021, 16:21:36 UTC
Previous filing: 01 Dec 2021
Next filing: 17 Dec 2021
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
holding	QRTEA	Stock Option (right to buy) - QRTEA						4,422,819	10 Dec 2021	Series A Common Stock	4,422,819	$3.98	Direct	F1
holding	QRTEA	Stock Option (right to buy) - QRTEA						1,309,581	10 Dec 2021	Series A Common Stock	1,309,581	$8.84	Direct	F2
holding	QRTEA	Stock Option (right to buy) - QRTEA						411,804	10 Dec 2021	Series A Common Stock	411,804	$12.50	Direct	F3, F4
holding	QRTEA	Stock Option (right to buy) - QRTEB						46,671	10 Dec 2021	Series B Common Stock	46,671	$8.76	Direct	F4, F5
holding	QRTEA	Stock Option (right to buy) - QRTEB						315,980	10 Dec 2021	Series B Common Stock	315,980	$11.59	Direct	F4, F6
holding	QRTEA	Stock Option (right to buy) - QRTEB						1,498,287	10 Dec 2021	Series B Common Stock	1,498,287	$12.20	Direct	F4, F7
holding	QRTEA	Stock Option (right to buy) - QRTEB						360,087	10 Dec 2021	Series B Common Stock	360,087	$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.