Brian J. Wendling - 10 Dec 2021 Form 4 Insider Report for Qurate Retail, Inc. (QRTEA)

Role: CAO/PFO
Signature: /s/ Brittany A. Uthoff as Attorney-in-Fact for Brian J. Wendling
Issuer symbol: QRTEA
Transactions as of: 10 Dec 2021
Transactions value $: $0
Form type: 4
Filing time: 14 Dec 2021, 16:21:47 UTC
Previous filing: 31 Aug 2021
Next filing: 11 Mar 2022
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						72.9K	10 Dec 2021	Series A Common Stock	72.9K	$8.84	Direct	F1, F2
holding	QRTEA	Stock Option (right to buy) - QRTEA						90.6K	10 Dec 2021	Series A Common Stock	90.6K	$13.43	Direct	F3, F4
holding	QRTEA	Stock Option (right to buy) - QRTEA						220K	10 Dec 2021	Series A Common Stock	220K	$13.43	Direct	F4, F5

* 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 66,242 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	This 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 77,547 shares of the Issuer's Series A common stock at an exercise price of $15.71 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 188,180 shares of the Issuer's Series A common stock at an exercise price of $15.71 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.