Sec Form 4 Filing - SHEAN CHRISTOPHER W @ Liberty Interactive Corp - 2014-11-12

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 SHEAN CHRISTOPHER W 2. Issuer Name and Ticker or Trading Symbol Liberty Interactive Corp [ QVCA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Senior Vice President and CFO (Last) (First) (Middle) 12300 LIBERTY BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 11/12/2014 (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 Ventures Common Stock 11/12/2014 M 6,836 A $ 14.86 72,713 ( 1 ) D Series A Liberty Ventures Common Stock 11/12/2014 S 941 D $ 35.611 71,772 D Series A Liberty Ventures Common Stock 11/12/2014 S 1,600 D $ 35.601 70,172 D Series A Liberty Ventures Common Stock 11/12/2014 F 4,295 D $ 35.61 65,877 D Series A Liberty Ventures Common Stock 2,225 ( 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 (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 $ 14.86 ( 3 ) 11/12/2014 M 6,836 ( 3 ) ( 4 ) 12/24/2014 Series A Liberty Ventures Common Stock 6,836 ( 3 ) $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SHEAN CHRISTOPHER W 12300 LIBERTY BOULEVARD ENGLEWOOD, CO80112 Senior Vice President and CFO Signatures /s/ Craig Troyer as Attorney-in-Fact for Christopher W. Shean 11/14/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 27, 2014, the Issuer declared a stock dividend (the "stock dividend"), payable to all holders of record as of 5 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 17,170 shares of Series A Liberty Ventures Common Stock as of April 4, 2014. Prior to the stock dividend, the holdings were decreased by 1 share due to an accounting reconciliation. 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 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 31,537 shares of Series A Liberty Ventures Common Stock as of October 20, 2014. ( 2 )The number of shares reported as held in the Reporting Person's 401(k) is based on a statement from the Plan Administrator dated as of October 31, 2014, which also reflects the Reporting Person's holdings following the stock dividend and the reattribution dividend. ( 3 )This stock option was previously reported as an option for 3,367 shares of Series A Liberty Ventures Common Stock at an exercise price of $58.80 per share. The number of shares and the exercise price of this option were adjusted as of each of April 4, 2014, August 27, 2014 and October 20, 2014 as a result of the stock dividend, the spin-off (as described in the Remarks section) and the reattribution dividend (as described in the Remarks section), respectively and, in each case the anti-dilution provisions of the incentive plans 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. ( 4 )The derivative security is fully vested.

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 as of 5 p.m., New York City time, on August 21, 2014, 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 were adjusted pursuant to the anti-dilution provisions of the incentive plans under which the equity awards were granted. 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. 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.

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).

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