Sec Form 4 Filing - BAER RICHARD N @ Liberty Interactive Corp - 2016-11-09

Insider filing report for Changes in Beneficial Ownership
"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
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
BAER RICHARD N
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)
Chief Legal Officer
(Last) (First) (Middle)
12300 LIBERTY BOULEVARD
3. Date of Earliest Transaction (MM/DD/YY)
11/09/2016
(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
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 ( 1 ) $ 21.14 ( 1 ) 11/09/2016 J( 1 ) V 19,288 ( 1 ) ( 2 ) 11/08/2022( 3 ) Series A Liberty Ventures Common Stock 19,288 ( 1 ) $ 0 19,288 D
Stock Option (right to buy) - LVNTA ( 1 ) $ 13.23 ( 1 ) 11/09/2016 J( 1 ) V 15,050 ( 1 ) ( 2 ) 11/08/2022( 3 ) Series A Liberty Ventures Common Stock 15,050 ( 1 ) $ 0 15,050 D
Stock Option (right to buy) - LVNTA ( 1 ) $ 34.66 ( 1 ) 11/09/2016 J( 1 ) V 59,225 ( 1 ) ( 4 ) 12/31/2023( 3 ) Series A Liberty Ventures Common Stock 59,225 ( 1 ) $ 0 59,225 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BAER RICHARD N
12300 LIBERTY BOULEVARD
ENGLEWOOD, CO80112
Chief Legal Officer
Signatures
/s/ Craig Troyer as Attorney-in-Fact for Richard N. Baer 11/14/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with the completion of the Redemption (as defined in the Remarks section), all option awards held by the reporting person with respect to Liberty Interactive Corporation's (the "Issuer") Liberty Ventures common stock (each, a "Pre-Split Ventures Award") were adjusted pursuant to the anti-dilution provisions of the incentive plan under which the option awards were granted, such that the reporting person received (i) an adjustment to the exercise price and number of shares relating to the Pre-Split Ventures Award (as so adjusted, an "Adjusted Ventures Award") and (ii) an option relating to shares of the corresponding series of Liberty Expedia Holdings, Inc. ("Splitco") 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.
( 2 )The options were granted on November 8, 2012; 50% vested on December 31, 2015, and 50% will vest on December 31, 2016.
( 3 )Except as set forth on this Form 4, the terms of the Adjusted Ventures Award will, in all material respects, be the same as those of the corresponding Pre-Split Ventures Award.
( 4 )The options were granted on June 1, 2016; 50% vest on December 31, 2019, and 50% vest on December 31, 2020.

Remarks:
On November 4, 2016, the Issuer redeemed (the "Redemption") a portion of the shares of its Liberty Ventures common stock for shares of common stock of Splitco. In the Redemption, the Issuer redeemed (i) 0.4 of each outstanding share of its Series A Liberty Ventures common stock for 0.4 of a share of Splitco's Series A common stock and (ii) 0.4 of each outstanding share of its Series B Liberty Ventures common stock for 0.4 of a share of Splitco's Series B common stock (in each case, with cash paid in lieu of any fractional shares).

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.