Sec Form 4 Filing - DIAS FIONA P @ Qurate Retail, Inc. - 2020-09-17

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 DIAS FIONA P 2. Issuer Name and Ticker or Trading Symbol Qurate Retail, Inc. [ QRTEA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 12300 LIBERTY BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 09/17/2020 (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 8% Series A Cumulative Redeemable Preferred Stock 09/14/2020 J V 239 ( 1 ) A $ 0 239 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 Restricted Stock Units - QRTEP ( 2 ) 09/14/2020 J V 269 ( 3 ) ( 4 ) ( 5 ) 8% Series A Cumulative Redeemable Preferred Stock 269 ( 3 ) $ 0 269 ( 3 ) D Restricted Stock Units - QRTEP ( 6 ) 09/14/2020 J V 373 ( 3 ) 12/09/2020 12/09/2020 8% Series A Cumulative Redeemable Preferred Stock 373 ( 3 ) $ 0 373 ( 3 ) D Dividend Equivalent Rights - QRTEA ( 7 ) 09/17/2020 A 2,130 ( 8 ) ( 9 ) Series A Common Stock 2,130 $ 0 2,130 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DIAS FIONA P 12300 LIBERTY BOULEVARD ENGLEWOOD, CO80112 X Signatures /s/ Craig Troyer as Attorney-in-Fact for Fiona P. Dias 09/23/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On August 21, 2020, the Issuer announced that an authorized committee of the Issuer's board of directors declared a special dividend on each outstanding share of its common stock payable on September 14, 2020 to all holders of record as of 5:00 p.m., New York City time, on August 31, 2020 consisting of (i) a special cash dividend in the amount of $1.50 per common share and (ii) a special dividend of 0.03 shares of newly issued 8.0% Series A Cumulative Redeemable Preferred Stock (the "Preferred Shares"), having an initial liquidation price of $100 per Preferred Share (the "Dividend"). As a result of the Dividend, the reporting person directly received 239 Preferred Shares. The receipt of Preferred Shares in the Dividend was approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended ("Rule 16b-3"). ( 2 )Each restricted stock unit ("RSU") represents a contingent right to receive one Preferred Share. ( 3 )In connection with the Dividend, all RSUs with respect to the Issuer's common stock ("Original RSUs") were adjusted pursuant to the anti-dilution provisions of the incentive plans under which RSU awards held by the reporting person were granted. Each holder of an Original RSU was entitled to receive an RSU with respect to a number of Preferred Shares equal to 0.03 multiplied by the number of shares of common stock underlying the Original RSU, subject to the same terms and conditions as the Original RSU. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3. ( 4 )Each RSU vests upon the reporting person's termination of service to the Issuer's board of directors. ( 5 )Each RSU expires upon the reporting person's termination of service to the Issuer's board of directors. ( 6 )Each RSU represents a contingent right to receive one Preferred Share. ( 7 )The dividend equivalent rights accrued on Original RSUs (as defined above) held by the reporting person as a result of the Cash Dividend and are subject to the same terms and conditions (including vesting and expiration) as the Original RSUs to which they relate. Each dividend equivalent right entitles the reporting person to receive one share of the Issuer's Series A common stock. The grant of dividend equivalent rights was approved by the Issuer's board of directors pursuant to Rule 16b-3. ( 8 )Each dividend equivalent right vests upon the reporting person's termination of service to the Issuer's board of directors. ( 9 )Each dividend equivalent right expires upon the reporting person's termination of service to the Issuer's board of directors.

Remarks: The Reporting Person is voluntarily including on this Form 4 the receipt of Preferred Shares in the Dividend and the equity award adjustments as described in Footnote 3 above.

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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