Renee L. Wilm - 10 Dec 2021 Form 4 Insider Report for Qurate Retail, Inc. (QVCGA)

Role
Chief Legal/Admin Officer
Signature
/s/ Brittany A. Uthoff as Attorney-in-Fact for Renee L. Wilm
Issuer symbol
QVCGA
Transactions as of
10 Dec 2021
Net transactions value
$0
Form type
4
Filing time
14 Dec 2021, 16:21:52 UTC
Previous filing
17 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 634,624 10 Dec 2021 Series A Common Stock 634,624 $4.99 Direct F1, F2
holding QRTEA Stock Option (right to buy) - QRTEA 35,445 10 Dec 2021 Series A Common Stock 35,445 $8.84 Direct F3, F4
* 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 540,873 shares of the Issuer's Series A common stock at an exercise price of $5.83 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 September 23, 2022, and 50% on September 23, 2023.
F3 This stock option award was previously reported as an option relating to 32,223 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.
F4 This stock option award vests 50% on December 10, 2022, and 50% on December 10, 2023.