Albert E. Rosenthaler - Dec 10, 2021 Form 4 Insider Report for Qurate Retail, Inc. (QRTEA)

Signature
/s/ Brittany A. Uthoff as Attorney-in-Fact for Albert E. Rosenthaler
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
Sep 9, 2021
Next filing
Mar 11, 2022

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 132K Dec 10, 2021 Series A Common Stock 132K $8.84 Direct F1, F2
holding QRTEA Stock Option (right to buy) - QRTEA 12.3K Dec 10, 2021 Series A Common Stock 12.3K $12.50 Direct F3, F4
holding QRTEA Stock Option (right to buy) - QRTEA 232K Dec 10, 2021 Series A Common Stock 232K $14.38 Direct F4, F5
holding QRTEA Stock Option (right to buy) - QRTEA 524K Dec 10, 2021 Series A Common Stock 524K $14.38 Direct F4, F6
* 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 119,663 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 of the Securities Exchange Act of 1934, as amended ("Rule 16b-3").
F2 The stock option award vests 50% on December 10, 2022, and 50% on December 10, 2023.
F3 This stock option award was previously reported as an option relating to 10,508 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 198,314 shares of the Issuer's Series A common stock at an exercise price of $16.82 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 448,369 shares of the Issuer's Series A common stock at an exercise price of $16.82 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.