MICHAEL A. GEORGE - 10 Dec 2021 Form 4 Insider Report for Qurate Retail, Inc. (QVCGA)

Role
Director
Signature
/s/ Brittany A. Uthoff as Attorney-in-Fact for Michael A. George
Issuer symbol
QVCGA
Transactions as of
10 Dec 2021
Net transactions value
-$1,494,860
Form type
4
Filing time
14 Dec 2021, 16:21:58 UTC
Previous filing
03 Nov 2021
Next filing
11 Jan 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction QRTEA Series A Common Stock Options Exercise $0 +423,403 +23% $0.000000 2,236,332 10 Dec 2021 Direct F1
transaction QRTEA Series A Common Stock Tax liability $1,494,860 -184,096 -8.2% $8.12 2,052,236 10 Dec 2021 Direct

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
transaction QRTEA Restricted Stock Units - QRTEA Options Exercise $0 -423,403 -100% $0.000000* 0 10 Dec 2021 Series A Common Stock 423,403 Direct F2
holding QRTEA Stock Option (right to buy) - QRTEA 1,184,334 10 Dec 2021 Series A Common Stock 1,184,334 $10.77 Direct F2, F3
holding QRTEA Stock Option (right to buy) - QRTEA 3,458,652 10 Dec 2021 Series A Common Stock 3,458,652 $12.62 Direct F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each restricted stock unit converted into one share of Series A Common Stock.
F2 Each restricted stock unit represents a contingent right to receive one share of Series A Common Stock.
F3 This stock option award was previously reported as an option relating to 947,754 shares of the Issuer's Series A common stock at an exercise price of $13.51 per share and was adjusted as a result of the Dividends (as defined in the Remarks section). In connection with the Dividends, 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").
F4 This stock option award was previously reported as an option relating to 2,757,029 shares of the Issuer's Series A common stock at an exercise price of $15.84 per share and was adjusted as a result of the Dividends. In connection with the Dividends, 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.

Remarks:

On November 20, 2020, the Issuer announced that its board of directors declared a special cash dividend in the amount of $1.50 per common share payable on December 7, 2020, to all holders of record of the Issuer's common stock at the close of business on November 30, 2020 (the "2020 Dividend"). 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 "2021 Dividend" and together with the 2020 Dividend, the "Dividends").