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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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 CO 80112

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Liberty Interactive Corp [ QVCA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President, CEO
3. Date of Earliest Transaction (Month/Day/Year)
12/23/2016
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)
Code V Amount (A) or (D) Price
Series A Liberty Ventures Common Stock 12/23/2016 J 19,708 D $37.78(1) 654,646 D
Series A QVC Group Common Stock 12/23/2016 J 135,643 D $20.24(2) 3,697,939 D
Series B Liberty Ventures Common Stock(3) 12/23/2016 J 19,708 A $37.78(4) 36,398(5) D
Series B QVC Group Common Stock(6) 12/23/2016 J 135,643 A $20.24(7) 291,176 D
Series A Liberty Ventures Common Stock 885(8) I By 401(k) Savings Plan
Series A QVC Group Common Stock 7,081(8) 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 (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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The price at which the reporting person sold the shares of Series A Liberty Ventures Common Stock ("LVNTA") has been determined in accordance with Rule 16b-6(c)(2) of the Securities Exchange Act of 1934, as amended, because the Series B Liberty Ventures Common Stock ("LVNTB") is a derivative security of LVNTA within the meaning of such rule. See Footnote 3.
2. The price at which the reporting person sold the shares of Series A QVC Group Common Stock ("QVCA") has been determined in accordance with Rule 16b-6(c)(2) of the Securities Exchange Act of 1934, as amended, because the Series B QVC Group Common Stock ("QVCB") is a derivative security of QVCA within the meaning of such rule. See Footnote 6.
3. Each share of LVNTB is convertible, at the holder's election, into one share of LVNTA, at any time for no consideration other than the surrender of the share of LVNTB for each share of LVNTA.
4. The price at which the reporting person acquired the shares of LVNTB has been determined in accordance with Rule 16b-6(c)(2) of the Securities Exchange Act of 1934, as amended, because LVNTB is a derivative security of LVNTA within the meaning of such rule. See Footnote 3.
5. These holdings were decreased by one share from the Form 4 filed by the reporting person on November 8, 2016, as a result of an accounting reconciliation.
6. Each share of QVCB is convertible, at the holder's election, into one share of QVCA, at any time for no consideration other than the surrender of the share of QVCB for each share of QVCA.
7. The price at which the reporting person acquired the shares of QVCB has been determined in accordance with Rule 16b-6(c)(2) of the Securities Exchange Act of 1934, as amended, because QVCB is a derivative security of QVCA within the meaning of such rule. See Footnote 6.
8. 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 November 30, 2016.
/s/ Craig Troyer as Attorney-in-Fact for Gregory B. Maffei 12/28/2016
** Signature of Reporting Person Date
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.