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    SEC Form 4: George Michael A converted options into 423,403 units of Series A Common Stock and covered exercise/tax liability with 184,096 units of Series A Common Stock, increasing direct ownership by 13% to 2,052,236 units

    12/14/21 5:21:58 PM ET
    $QRTEA
    Catalog/Specialty Distribution
    Consumer Discretionary
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    SEC FORM 4 SEC Form 4
    FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549

    STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

    Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
    or Section 30(h) of the Investment Company Act of 1940
    OMB APPROVAL
    OMB Number: 3235-0287
    Estimated average burden
    hours per response: 0.5
      
    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
    1. Name and Address of Reporting Person*
    GEORGE MICHAEL A

    (Last) (First) (Middle)
    12300 LIBERTY BOULEVARD

    (Street)
    ENGLEWOOD CO 80112

    (City) (State) (Zip)
    2. Issuer Name and Ticker or Trading Symbol
    Qurate Retail, Inc. [ QRTEA ]
    5. Relationship of Reporting Person(s) to Issuer
    (Check all applicable)
    X Director 10% Owner
    Officer (give title below) Other (specify below)
    3. Date of Earliest Transaction (Month/Day/Year)
    12/10/2021
    4. If Amendment, Date of Original Filed (Month/Day/Year)
    6. Individual or Joint/Group Filing (Check Applicable Line)
    X Form filed by One Reporting Person
    Form filed by More than One Reporting Person
    Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
    1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
    Code V Amount (A) or (D) Price
    Series A Common Stock 12/10/2021 M 423,403 A $0(1) 2,236,332 D
    Series A Common Stock 12/10/2021 F 184,096 D $8.12 2,052,236 D
    Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
    (e.g., puts, calls, warrants, options, convertible securities)
    1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
    Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
    Restricted Stock Units - QRTEA (2) 12/10/2021 M 423,403 12/10/2021 12/10/2021 Series A Common Stock 423,403 $0.0000 0.0000 D
    Stock Option (right to buy) - QRTEA $10.77(3) (2) 08/15/2025 Series A Common Stock 1,184,334(3) 1,184,334(3) D
    Stock Option (right to buy) - QRTEA $12.62(4) (2) 12/31/2022 Series A Common Stock 3,458,652(4) 3,458,652(4) D
    Explanation of Responses:
    1. Each restricted stock unit converted into one share of Series A Common Stock.
    2. Each restricted stock unit represents a contingent right to receive one share of Series A Common Stock.
    3. 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").
    4. 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").
    /s/ Brittany A. Uthoff as Attorney-in-Fact for Michael A. George 12/14/2021
    ** Signature of Reporting Person Date
    Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
    * If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
    ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
    Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
    Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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