Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 3)*
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QVC Group, Inc. (Name of Issuer) |
Series A Common Stock (Title of Class of Securities) |
74915M100 (CUSIP Number) |
03/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 74915M100 |
| 1 | Names of Reporting Persons
FPR PARTNERS LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
22,861,535.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person: Number of shares beneficially owned by each Reporting Person is as of March 31, 2025. Row (11) percentage of class represented by amount in row (9) is based upon shares outstanding as of March 24, 2025, as reported by the Issuer on the Definitive Proxy Statement Form DEF 14A filed March 28, 2025.
SCHEDULE 13G
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| CUSIP No. | 74915M100 |
| 1 | Names of Reporting Persons
Raab Andrew John | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
22,904,068.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Number of shares beneficially owned by each Reporting Person is as of March 31, 2025. Row (11) percentage of class represented by amount in row (9) is based upon shares outstanding as of March 24, 2025, as reported by the Issuer on the Definitive Proxy Statement Form DEF 14A filed March 28, 2025.
SCHEDULE 13G
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| CUSIP No. | 74915M100 |
| 1 | Names of Reporting Persons
Peck Bobby Ray JR | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
22,861,535.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Number of shares beneficially owned by each Reporting Person is as of March 31, 2025. Row (11) percentage of class represented by amount in row (9) is based upon shares outstanding as of March 24, 2025, as reported by the Issuer on the Definitive Proxy Statement Form DEF 14A filed March 28, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
QVC Group, Inc. | |
| (b) | Address of issuer's principal executive offices:
12300 LIBERTY BOULEVARD, ENGLEWOOD, COLORADO, 80112 | |
| Item 2. | ||
| (a) | Name of person filing:
This Amendment No. 3 is jointly filed by and on behalf of FPR Partners, LLC ("FPR"), Andrew Raab, and Bob Peck (collectively, the "Reporting Persons"). With the exception of the 42,533 additional shares reported by Mr. Raab, the reported shares of Common Stock are held directly by certain limited partnerships, collectively, the "Funds". FPR acts as investment manager to the Funds and may be deemed to indirectly beneficially own securities owned by the Funds. Andrew Raab and Bob Peck are the Senior Managing Members of FPR and may be deemed to indirectly beneficially own securities owned by FPR and the Funds. Each of the Reporting Persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Sections 13(d) or 13(g) of the Securities and Exchange Act of 1934, the beneficial owner of any of the securities covered by this statement. The Reporting Persons are filing this statement jointly, but not as members of a group, and each expressly disclaims membership in a group. The agreement among the Reporting Persons relating to the joint filing of this Schedule 13G is attached as Exhibit 99.1 hereto. | |
| (b) | Address or principal business office or, if none, residence:
405 Howard Street, 2nd Floor San Francisco, CA 94105 | |
| (c) | Citizenship:
FPR Partners, LLC is a limited liability company organized under the laws of the State of Delaware. Mr. Raab and Mr. Peck are US citizens. | |
| (d) | Title of class of securities:
Series A Common Stock | |
| (e) | CUSIP No.:
74915M100 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See Item 9 on the cover pages hereto. | |
| (b) | Percent of class:
See Item 11 on the cover pages hereto. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See Item 5 on the cover pages hereto. | ||
| (ii) Shared power to vote or to direct the vote:
See Item 6 on the cover pages hereto. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Item 7 on the cover pages hereto. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Item 8 on the cover pages hereto. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
FPR Partners, LLC is an SEC registered investment adviser whose clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this statement. Bob Peck and Andrew Raab are the Senior Managing Members of FPR Partners, LLC. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
FPR Partners, LLC is the investment adviser to client accounts. Bob Peck and Andrew Raab are the Senior Managing Members of FPR Partners, LLC. The Funds hold the stock for the benefit of their respective investors, and the Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the stock. No individual client's holding of the stock is more than five percent of the outstanding shares of the applicable class of the stock. The Reporting Persons are filing this Schedule 13G jointly, but not as members of a group, and each of them expressly disclaims membership in a group. Further, each of the Reporting Persons disclaims beneficial ownership of the stock except to the extent of that Reporting Person's pecuniary interest therein. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 99.1 Joint Filing Agreement, dated November 13, 2012, by and among FPR Partners, LLC, Andrew Raab and Bob Peck (furnished herewith). Exhibit 99.2 Confirming Statement for Andrew Raab (furnished herewith). Exhibit 99.3 Confirming Statement for Bob Peck (furnished herewith). |