SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MAFFEI GREGORY B

(Last)

(First)

(Middle)

12300 LIBERTY BOULEVARD

(Street)

ENGLEWOOD

80112

(City)

(State)

(Zip)

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	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Common Stock	06/03/2021		D		5,378,308⁽¹⁾	D	$0⁽¹⁾	0.0000	D
Series B Common Stock⁽²⁾	06/03/2021		A		5,378,308⁽¹⁾	A	$0⁽¹⁾	6,054,235	D
Series B Common Stock⁽²⁾	06/03/2021		A		1,101,321⁽³⁾	A	$0.0000⁽⁴⁾	7,155,556	D
Series A Common Stock								14,112	I	By 401(k) Savings Plan⁽⁵⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy) - QRTEB	$16.71	06/03/2021		D			197,783	⁽⁶⁾	03/31/2022	Series B Common Stock	197,783	⁽⁷⁾	0.0000	D
Stock Option (right to buy) - QRTEB	$16.97	06/03/2021		D			1,137,228	⁽⁶⁾	12/24/2021	Series B Common Stock	1,137,228	⁽⁷⁾	0.0000	D

Explanation of Responses:

1. On June 3, 2021, the Issuer and the reporting person entered into a Stock Exchange Agreement (the "Exchange Agreement") whereby the reporting person acquired 5,378,308 shares of Series B Common Stock from the Issuer in exchange for an equivalent number of shares of Series A Common Stock. This exchange was approved by a committee of the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

2. Each share of Series B Common Stock is convertible, at the holder's election, into one share of Series A Common Stock, at any time for no consideration other than the surrender of the share of Series B Common Stock for each share of Series A Common Stock.

3. Represents a restricted stock award that is scheduled to vest, subject to the reporting person's continued employment with the Issuer, in two equal tranches on each of December 10, 2024 and the fifth anniversary of the grant date, subject to earlier vesting under certain circumstances. See also Footnote 4.

4. On June 3, 2021, pursuant to the Letter Agreement (as defined in the Remarks section), the reporting person waived his rights to assert that certain specified events described therein would constitute a "Change in Control" or "Good Reason" (as defined in his Employment Agreement (as defined in the Remarks section)) with respect to the Issuer and agreed not to terminate his employment with the Issuer in connection with such events, which would have resulted in the severance-related obligations of the Issuer described in the Remarks section, and he agreed to the cancellation of certain stock options, as reported in Table II above. In consideration of the foregoing, the reporting person received the restricted stock grant of Series B Common Stock reported in Table I above and the Issuer agreed that its portion of the reporting person's annual equity awards to be granted for 2022, 2023 and 2024 pursuant to the Employment Agreement will be granted with respect to Series B Common Stock.

5. 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 May 31, 2021.

6. The derivative security was fully vested.

7. On June 3, 2021, pursuant to the Letter Agreement (as defined in the Remarks section), the reporting person waived his rights to assert that certain specified events described therein would constitute a "Change in Control" or "Good Reason" (as defined in his Employment Agreement (as defined in the Remarks section)) with respect to the Issuer and agreed not to terminate his employment with the Issuer in connection with such events, which would have resulted in the severance-related obligations of the Issuer described in the Remarks section, and he agreed to the cancellation of certain stock options, as reported in Table II above. In consideration of the foregoing, the reporting person received the restricted stock grant of Series B Common Stock reported in Table I above and the Issuer agreed that its portion of the reporting person's annual equity awards to be granted for 2022, 2023 and 2024 will be granted with respect to Series B Common Stock.

Remarks:

As a result of certain transactions between Mr. John C. Malone and in the absence of the negotiated letter agreement, dated June 3, 2021, among the Issuer, Liberty Media Corporation ("LMC") and the reporting person (the "Letter Agreement"), the reporting person would have had the right to assert that a "Change of Control" (as defined in that certain Executive Employment Agreement, dated as of December 13, 2019 (the "Employment Agreement"), by and between LMC and the reporting person) with respect to the Issuer had occurred and that the reporting person had "Good Reason" (as defined in the Employment Agreement) to resign from and terminate his employment with the Issuer, which would have resulted in accelerated vesting of his unvested equity awards and other payments by the Issuer to the reporting person and LMC.

	/s/ Brittany A. Uthoff as Attorney-in-Fact for Gregory B. Maffei	06/07/2021
	** Signature of Reporting Person	Date
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