Sec Form 4 Filing - BAER RICHARD N @ Liberty Interactive Corp - 2018-03-09

Insider filing report for Changes in Beneficial Ownership
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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
BAER RICHARD N
2. Issuer Name and Ticker or Trading Symbol
Liberty Interactive Corp [ QRTEA]
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)
03/09/2018
(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 03/09/2018 J( 1 ) 15,391 D $ 0 ( 1 ) 0 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 ( 2 ) $ 55.96 03/09/2018 J( 2 ) V 47,184 ( 3 ) 12/31/2023 Series A Liberty Ventures Common Stock 47,184 ( 2 ) $ 0 0 D
Stock Option (right to buy) - LVNTA ( 2 ) $ 55.96 03/09/2018 J( 2 ) V 2,659 12/31/2017( 4 ) 12/26/2024 Series A Liberty Ventures Common Stock 2,659 ( 2 ) $ 0 0 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 03/13/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On March 9, 2018, Liberty Interactive Corporation (the "Issuer") redeemed (the "Redemption") each share of its Liberty Ventures common stock for shares of common stock of GCI Liberty, Inc. ("GCI Liberty"). In the Redemption, the Issuer redeemed (i) each outstanding share of its Series A Liberty Ventures common stock for one share of GCI Liberty's Class A common stock and (ii) each outstanding share of its Series B Liberty Ventures common stock for one share of GCI Liberty's Class B common stock. Such transactions were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
( 2 )In connection with the completion of the Redemption, all option awards held by the reporting person with respect to the Issuer's Liberty Ventures common stock (each, a "Ventures Award") were adjusted pursuant to the anti-dilution provisions of the incentive plan under which the option awards were granted, such that each Ventures Award was exchanged for an option to purchase an equivalent number of shares of the corresponding class of GCI Liberty 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.
( 3 )The options vest in two equal installments on December 31, 2019 and December 31, 2020.
( 4 )The derivative security is fully vested.

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).

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