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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) - LTRPB | $ 11.21 (11) | 12/22/2014 | M | 44,407 (11) | (12) | 06/14/2015 | Series B Common Stock | 44,407 (11) | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MALONE JOHN C 12300 LIBERTY BOULEVARD ENGLEWOOD, CO 80112 |
X | |||
| /s/ Craig Troyer as Attorney-in-Fact for John C. Malone | 12/23/2014 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The price at which the reporting person acquired the shares of Series A Common Stock has been determined in accordance with Rule 16b-6(c)(2) of the Securities Exchange Act of 1934, as amended, because the Series B Common Stock is a derivative security of the Series A Common Stock within the meaning of such rule. See Footnote 3. |
| (2) | Includes 1,082,712 shares acquired in a pro rata distribution by Liberty Interactive Corporation ("Liberty") on August 27, 2014 to holders of its Series A Liberty Ventures Common Stock ("LVNT Common Stock") in connection with the spin-off of the Issuer (formerly a wholly-owned subsidiary of Liberty) from Liberty ("spin-off"). |
| (3) | Each share of Series B Common Stock is convertible, at the holder's election, into one share of Series A Common Stock, at any time for no consideration other than the surrender of the share of Series B Common Stock for each share of Series A Common Stock. |
| (4) | Includes 2,594,640 shares acquired in the spin-off. |
| (5) | The price at which the reporting person sold the shares of Series B Common Stock has been determined in accordance with Rule 16b-6(c)(2) of the Securities Exchange Act of 1934, as amended, because the Series B Common Stock is a derivative security of the Series A Common Stock within the meaning of such rule. See Footnote 3. |
| (6) | The price at which the reporting person's spouse acquired the shares of Series A Common Stock has been determined in accordance with Rule 16b-6(c)(2) of the Securities Exchange Act of 1934, as amended, because the Series B Common Stock is a derivative security of the Series A Common Stock within the meaning of such rule. See Footnote 3. |
| (7) | Includes 78,580 shares acquired by the reporting person's spouse in the spin-off. |
| (8) | The reporting person disclaims beneficial ownership of these shares owned by his spouse. |
| (9) | Represents shares acquired by the reporting person's spouse in the spin-off. The reporting person disclaimed beneficial ownership of these shares. |
| (10) | The price at which the reporting person's spouse sold the shares of Series B Common Stock has been determined in accordance with Rule 16b-6(c)(2) of the Securities Exchange Act of 1934, as amended, because the Series B Common Stock is a derivative security of the Series A Common Stock within the meaning of such rule. See Footnote 3. |
| (11) | In connection with the completion of the spin-off, all equity awards held by the reporting person with respect to the LVNT Common Stock (each an "Original LVNT Award") were adjusted pursuant to the anti-dilution provisions of the incentive plans under which the equity awards were granted, such that the reporting person received (i) an adjustment to the exercise price or base price, as applicable, and number of shares relating to the Original LVNT Award and (ii) an equity award relating to shares of the corresponding series of the Issuer's common stock. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. |
| (12) | The derivative security is fully vested. |