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
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 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*
MAFFEI GREGORY B
(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 X 10% Owner
X Officer (give title below) Other (specify below)
Chairman of the Board
3. Date of Earliest Transaction (Month/Day/Year)
09/14/2020
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
8% Series A Cumulative Redeemable Preferred Stock 09/14/2020 J V 162,961(1) A $0.0000 162,961 D
8% Series A Cumulative Redeemable Preferred Stock 09/14/2020 J V 279(1) A $0.0000 279(2) I By 401(k) Savings Plan
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 - QRTEP (3) 09/14/2020 J V 1,133(4) 12/10/2020 12/10/2020 8% Series A Cumulative Redeemable Preferred Stock 1,133(4) $0.0000 1,133(4) D
Stock Option (right to buy) - QRTEA $4.98(5) 12/21/2023 12/15/2026 Series A Common Stock 3,513,487(5) 3,513,487(5) D
Stock Option (right to buy) - QRTEA $15.68(6) (7) 12/26/2024 Series A Common Stock 328,920(6) 328,920(6) D
Stock Option (right to buy) - QRTEB $10.99(8) (7) 03/06/2026 Series B Common Stock 43,081(8) 43,081(8) D
Stock Option (right to buy) - QRTEB $14.54(9) (7) 05/11/2024 Series B Common Stock 252,463(9) 252,463(9) D
Stock Option (right to buy) - QRTEB $15.3(10) (7) 03/29/2023 Series B Common Stock 1,198,078(10) 1,198,078(10) D
Stock Option (right to buy) - QRTEB $16.92(11) (7) 03/05/2025 Series B Common Stock 287,601(11) 287,601(11) D
Stock Option (right to buy) - QRTEB $17.92(12) (7) 03/31/2022 Series B Common Stock 184,477(12) 184,477(12) D
Stock Option (right to buy) - QRTEB $18.2(13) (7) 12/24/2021 Series B Common Stock 1,060,524(13) 1,060,524(13) D
Explanation of Responses:
1. On August 21, 2020, the Issuer announced that an authorized committee of the Issuer's board of directors declared a special dividend on each outstanding share of its common stock payable on September 14, 2020 to all holders of record as of 5:00 p.m., New York City time, on August 31, 2020 consisting of (i) a special cash dividend in the amount of $1.50 per common share and (ii) a special dividend of 0.03 shares of newly issued 8.0% Series A Cumulative Redeemable Preferred Stock (the "Preferred Shares"), having an initial liquidation price of $100 per Preferred Share (the "Dividend"). As a result of the Dividend, the reporting person (i) directly received 162,961 Preferred Shares and (ii) indirectly received 279 Preferred Shares through the 401(k) Savings Plan. The receipt of Preferred Shares in the Dividend was approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended ("Rule 16b-3").
2. The number of Preferred Shares reported as received by the reporting person's 401(k) is based on a statement from the Plan Administrator dated as of September 22, 2020.
3. Each restricted stock unit ("RSU") represents a contingent right to receive one Preferred Share.
4. In connection with the Dividend, all RSUs with respect to the Issuer's common stock ("Original RSUs") were adjusted pursuant to the anti-dilution provisions of the incentive plans under which RSU awards held by the reporting person were granted. Each holder of an Original RSU was entitled to receive an RSU with respect to a number of Preferred Shares equal to 0.03 multiplied by the number of shares of common stock underlying the Original RSU, subject to the same terms and conditions as the Original RSU. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3.
5. This stock option award was previously reported as an option relating to 2,133,697 shares of the Issuer's Series A common stock at an exercise price of $8.17 per share and was adjusted as a result of the Dividend. In connection with the Dividend, all stock options held by the reporting person with respect to the Issuer's common stock 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.
6. This stock option award was previously reported as an option relating to 200,402 shares of the Issuer's Series A common stock at an exercise price of $25.74 per share and was adjusted as a result of the Dividend. In connection with the Dividend, all stock options held by the reporting person with respect to the Issuer's common stock 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.
7. The derivative security is fully vested.
8. This stock option award was previously reported as an option relating to 26,292 shares of the Issuer's Series B common stock at an exercise price of $18.03 per share and was adjusted as a result of the Dividend. In connection with the Dividend, all stock options held by the reporting person with respect to the Issuer's common stock 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.
9. This stock option award was previously reported as an option relating to 153,806 shares of the Issuer's Series B common stock at an exercise price of $23.87 per share and was adjusted as a result of the Dividend. In connection with the Dividend, all stock options held by the reporting person with respect to the Issuer's common stock 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.
10. This stock option award was previously reported as an option relating to 730,273 shares of the Issuer's Series B common stock at an exercise price of $25.11 per share and was adjusted as a result of the Dividend. In connection with the Dividend, all stock options held by the reporting person with respect to the Issuer's common stock 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.
11. This stock option award was previously reported as an option relating to 175,281 shares of the Issuer's Series B common stock at an exercise price of $27.77 per share and was adjusted as a result of the Dividend. In connection with the Dividend, all stock options held by the reporting person with respect to the Issuer's common stock 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.
12. This stock option award was previously reported as an option relating to 112,436 shares of the Issuer's Series B common stock at an exercise price of $29.41 per share and was adjusted as a result of the Dividend. In connection with the Dividend, all stock options held by the reporting person with respect to the Issuer's common stock 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.
13. This stock option award was previously reported as an option relating to 646,352 shares of the Issuer's Series B common stock at an exercise price of $29.87 per share and was adjusted as a result of the Dividend. In connection with the Dividend, all stock options held by the reporting person with respect to the Issuer's common stock 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:
The Reporting Person is voluntarily filing this Form 4 to report the receipt of Preferred Shares in the Dividend and the equity award adjustments as described above.
/s/ Craig Troyer as Attorney-in-Fact for Gregory B. Maffei 09/23/2020
** 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).
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