Sec Form 4 Filing - Gilchrist Malcolm Ian Grant @ Liberty Interactive Corp - 2014-12-18

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Gilchrist Malcolm Ian Grant 2. Issuer Name and Ticker or Trading Symbol Liberty Interactive Corp [ QVCA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 12300 LIBERTY BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 12/18/2014 (Street) ENGLEWOOD, CO80112 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Liberty Interactive Common Stock 12/18/2014 M 9,277 A $ 17.82 11,898 D Series A Liberty Interactive Common Stock 12/18/2014 S 4,226 D $ 28.42 ( 1 ) 7,672 D Series A Liberty Interactive Common Stock 12/18/2014 F 5,815 D $ 28.43 1,857 D Series A Liberty Ventures Common Stock 12/18/2014 M 1,318 A $ 22.41 3,146 ( 2 ) D Series A Liberty Ventures Common Stock 12/18/2014 M 812 A $ 15.9 3,958 D Series A Liberty Ventures Common Stock 12/18/2014 S 964 D $ 36.4414 ( 3 ) 2,994 D Series A Liberty Ventures Common Stock 12/18/2014 F 1,166 D $ 36.43 1,828 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) - LVNTA $ 15.9 ( 4 ) 12/18/2014 M 812 ( 4 ) ( 5 ) 12/17/2019 Series A Liberty Ventures Common Stock 812 ( 4 ) $ 0 0 D Stock Option (right to buy) - LVNTA $ 22.41 ( 6 ) 12/18/2014 M 1,318 ( 6 ) ( 5 ) 12/17/2019 Series A Liberty Ventures Common Stock 1,318 ( 6 ) $ 0 0 D Stock Option (right to buy) - QVCA $ 17.82 ( 7 ) 12/18/2014 M 9,277 ( 7 ) ( 5 ) 12/17/2019 Series A Liberty Interactive Common Stock 9,277 ( 7 ) $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gilchrist Malcolm Ian Grant 12300 LIBERTY BOULEVARD ENGLEWOOD, CO80112 X Signatures /s/ Craig Troyer as Attorney-in-Fact for Malcolm Ian Grant Gilchrist 12/22/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price is a weighted average price. These shares were sold in multiple transactions ranging from $28.4110 to $28.4410, inclusive. The reporting person undertakes to provide to the Securities and Exchange Commission, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range. ( 2 )On February 27, 2014, the Issuer declared a stock dividend (the "stock dividend"), payable to all holders of record as of 5:00 p.m., New York City time, on April 4, 2014, of one share of Series A Liberty Ventures Common Stock for each share of Series A Liberty Ventures Common Stock outstanding. As a result, the reporting person received 734 shares of Series A Liberty Ventures Common Stock as of April 4, 2014. On October 3, 2014, the Issuer declared a stock dividend (the "reattribution dividend"), payable to all holders of record of Series A Liberty Interactive Common Stock as of 5:00 p.m., New York City time, on October 13, 2014, of 0.14217 of a share of Series A Liberty Ventures Common Stock for each share of Series A Liberty Interactive Common Stock outstanding. As a result, the reporting person received 360 shares of Series A Liberty Ventures Common Stock as of October 20, 2014. ( 3 )The price is a weighted average price. These shares were sold in multiple transactions ranging from $36.4410 to $36.4430, inclusive. The reporting person undertakes to provide to the Securities and Exchange Commission, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range. ( 4 )This stock option was previously reported as an option for 400 shares of Series A Liberty Ventures Common Stock at an exercise price of $62.91 per share. The number of shares and the exercise price of this option were adjusted as of each of April 4, 2014, as a result of the stock dividend, and August 27, 2014 as a result of the spin-off (as described in the Remarks section), respectively and, in each case the anti-dilution provisions of the incentive plan under which such option was granted. With respect to the spin-off, the adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. ( 5 )The derivative security is fully vested. ( 6 )In connection with the completion of the reattribution dividend, all equity awards held by the reporting person with respect to the Issuer's Liberty Interactive common stock (each an "Original Interactive 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 Interactive Award and (ii) an equity award relating to shares of the corresponding series of Liberty Ventures common stock. ( 7 )This stock option was previously reported as an option relating to 10,060 shares of Series A Liberty Interactive Common Stock at an exercise price of $19.34 per share. The number of shares relating to and the exercise price of this option were adjusted as of October 20, 2014 as a result of the reattribution dividend (as described in footnote 6) and pursuant to the anti-dilution provisions of the incentive plan under which such option was granted.

Remarks: On August 27, 2014, the Issuer completed a transaction (the "spin-off") whereby it spun-off its wholly-owned subsidiary, Liberty TripAdvisor Holdings, Inc., which was effected by the distribution to each holder of its Liberty Ventures Common Stock of shares of the corresponding series of the common stock of the spun-off subsidiary. In connection with the completion of the spin-off, all equity awards held by the reporting person with respect to the Issuer's Liberty Ventures Common Stock (each an "Original Ventures 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 Ventures Award and (ii) an equity award relating to shares of the corresponding series of Liberty TripAdvisor Holdings, Inc.'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.

Reminder: Report on a sepa rate 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).

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