Sec Form 13D Filing - LIBERTY MEDIA LLC (LSXMK) filing for XO GROUP INC. (XOXO) - 2005-02-11

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ý**

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

**  Certain of the reporting persons were members of a group of reporting persons which previously filed a Statement on Schedule 13G with respect to the beneficial ownership of common stock of The Knot, Inc.

(1)           Includes options to purchase 30,000 shares of common stock, par value $.001 per share (the “Common Stock”) of The Knot, Inc. (the “Company”), 15,000 of which have an exercise price of $.43 per share and are exercisable at any time on or before June 15, 2011; 5,000 of which have an exercise price of $.62 per share and are exercisable at any time on or before May 15, 2012; 5,000 of which have an exercise price of $1.80 and are exercisable at any time on or before May 14, 2013; and 5,000 of which have an exercise price of $4.00 and are exercisable at any time on or before May 13, 2014.  The options are held by Mr. Randy Ronning, a former director of the Company and an officer of QVC, Inc.  Pursuant to a Nominee Agreement (the “Nominee Agreement”), dated as of July 1, 2001, between Interactive Technology Holdings, LLC (“ITH”) and Mr. Ronning, all options and shares of Common Stock received by Mr. Ronning in his capacity as director of the Company were deemed held for the benefit of the ITH.  On January 31, 2005, pursuant to the distribution of all of the assets of ITH to its members, the rights of ITH under the Nominee Agreement were assigned to another Reporting Person.  See Item 3.

(2)           Based upon 22,279,642 shares of Common Stock deemed outstanding pursuant to Rule 13d-3, comprised of (i) 22,249,642 shares of Common Stock outstanding as of November 5, 2004 (as disclosed in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004) and (ii) 30,000 shares of Common Stock issuable upon exercise of options held for the benefit of the Reporting Persons as described in Note (1) above.

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(1)           Includes options to purchase 30,000 shares of Common Stock of the Company, 15,000 of which have an exercise price of $.43 per share and are exercisable at any time on or before June 15, 2011; 5,000 of which have an exercise price of $.62 per share and are exercisable at any time on or before May 15, 2012; 5,000 of which have an exercise price of $1.80 and are exercisable at any time on or before May 14, 2013; and 5,000 of which have an exercise price of $4.00 and are exercisable at any time on or before May 13, 2014.  The options are held by Mr. Randy Ronning, a former director of the Company and an officer of QVC, Inc.  Pursuant to the Nominee Agreement, all options and shares of Common Stock received by Mr. Ronning in his capacity as director of the Company were deemed held for the benefit of the ITH.  On January 31, 2005, pursuant to the distribution of all of the assets of ITH to its members, the rights of ITH under the Nominee Agreement were assigned to this Reporting Person.  See Item 3.

(2)       ;     Based upon 22,279,642 shares of Common Stock deemed outstanding pursuant to Rule 13d-3, comprised of (i) 22,249,642 shares of Common Stock outstanding as of November 5, 2004 (as disclosed in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004) and (ii) 30,000 shares of Common Stock issuable upon exercise of options held for the benefit of the Reporting Persons as described in Note (1) above.

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(1)           Includes options to purchase 30,000 shares of Common Stock of the Company, 15,000 of which have an exercise price of $.43 per share and are exercisable at any time on or before June 15, 2011; 5,000 of which have an exercise price of $.62 per share and are exercisable at any time on or before May 15, 2012; 5,000 of which have an exercise price of $1.80 and are exercisable at any time on or before May 14, 2013; and 5,000 of which have an exercise price of $4.00 and are exercisable at any time on or before May 13, 2014.  The options are held by Mr. Randy Ronning, a former director of the Company and an officer of QVC, Inc.  Pursuant to the Nominee Agreement, all options and shares of Common Stock received by Mr. Ronning in his capacity as director of the Company were deemed held for the benefit of the ITH.  On January 31, 2005, pursuant to the distribution of all of the assets of ITH to its members, the rights of ITH under the Nominee Agreement were assigned to another Reporting Person.  See Item 3.

(2)           Based upon 22,279,642 shares of Common Stock deemed outstanding pursuant to Rule 13d-3, comprised of (i) 22,249,642 shares of Common Stock outstanding as of November 5, 2004 (as disclosed in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004) and (ii) 30,000 shares of Common Stock issuable upon exercise of options held for the benefit of the Reporting Persons as described in Note (1) above.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Statement of

LIBERTY MEDIA CORPORATION
QVC, INC.
QK HOLDINGS, INC.
and
INTERACTIVE TECHNOLOGY HOLDINGS, LLC

Pursuant to Section 13(d) of the Securities Exchange Act of 1934
in respect of

THE KNOT, INC.

This Amendment No. 1 to Schedule 13D (this “Amendment”) amends and supplements the Statement on Schedule 13D filed by Liberty Media Corporation (“Liberty”), QVC, Inc. (“QVC”), QK Holdings, Inc. (“QK”) and Interactive Technology Holdings, LLC (“ITH”) on October 14, 2003 (the “Original Filing”).  Liberty, QVC, QK and ITH are hereinafter referred to individually as a “Reporting Person” and collectively as the “Reporting Persons”).

Information contained herein with respect to each Reporting Person and its executive officers, directors and controlling persons is given solely by such Reporting Person, and no other Reporting Person has responsibility for the accuracy or completeness of information supplied by such other Reporting Person.  Capitalized terms used and not defined in this Amendment have the meanings set forth in the Original Filing.  References to “herein” and “hereof” are references to the Original Filing, as amended by this Amendment.

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Signatures

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Dated:  February 11, 2005

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Exhibit Index

10.1         Third Amended and Restated Investors’ Rights Agreement, dated October 6, 1999 (incorporated by reference to Exhibit 10.7 the Company’s Registration Statement on Form S-1 (File No. 333-87345) as filed on September 17, 1999).

10.2         Nominee Agreement, dated as of July 2, 2001, by an among Interactive Technology Holdings, LLC and Randy Ronning (incorporated by reference to Exhibit 10.2 to the Statement on Schedule 13D filed by the Reporting Persons and dated September 17, 2003).

10.3         Joint Filing Agreement, dated as of September 17, 2003, by and among Interactive Technology Holdings, LLC, QK Holdings, Inc., QVC, Inc. and Liberty Media Corporation (incorporated by reference to Exhibit 10.3 to the Statement on Schedule 13D filed by the Reporting Persons and dated September 17, 2003).

99.1.        Executive Officers and Directors of Liberty Media Corporation, QVC, Inc. and QK Holdings, Inc. (filed herewith).

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