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^*

Wendling Brian J

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CAO/PFO

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2020

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)
8% Series A Cumulative Redeemable Preferred Stock	12/10/2020		M		46	A	$0⁽¹⁾	5,137	D
8% Series A Cumulative Redeemable Preferred Stock	12/10/2020		F		16	D	$99.05	5,121	D
Series A Common Stock	12/10/2020		M		1,543	A	$0⁽²⁾	71,407	D
Series A Common Stock	12/10/2020		F		529	D	$10.11	70,878	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 (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)
Restricted Stock Units - QRTEA	⁽³⁾	12/10/2020		M			1,543	12/10/2020	12/10/2020	Series A Common Stock	1,543	$0.0000	0.0000	D
Restricted Stock Units - QRTEP	⁽⁴⁾	12/10/2020		M			46	12/10/2020	12/10/2020	8% Series A Cumulative Redeemable Preferred Stock	46	$0.0000	0.0000	D
Stock Option (right to buy) - QRTEA	$10.34	12/10/2020		A		66,242		⁽⁵⁾	12/10/2027	Series A Common Stock	66,242	$0.0000	66,242	D
Stock Option (right to buy) - QRTEA	$15.71⁽⁶⁾							⁽⁷⁾	05/12/2022	Series A Common Stock	77,547⁽⁶⁾		77,547⁽⁶⁾	D
Stock Option (right to buy) - QRTEA	$15.71⁽⁸⁾							⁽⁹⁾	05/12/2023	Series A Common Stock	188,180⁽⁸⁾		188,180⁽⁸⁾	D

Explanation of Responses:

1. Each restricted stock unit converted into one share of 8% Series A Cumulative Redeemable Preferred Stock.

2. Each restricted stock unit converted into one share of Series A Common Stock.

3. Each restricted stock unit represents a contingent right to receive one share of Series A Common Stock.

4. Each restricted stock unit represents a contingent right to receive one share of 8% Series A Cumulative Redeemable Preferred Stock.

5. The options vest in two equal installments on December 10, 2022 and on December 10, 2023.

6. On November 20, 2020, the Issuer announced that its board of directors declared a special cash dividend in the amount of $1.50 per share on each outstanding share of its common stock payable on December 7, 2020 to all holders of record as of 5:00 p.m., New York City time, on November 30, 2020 (the "Dividend"). This stock option award was previously reported as an option relating to 72,302 shares of the Issuer's Series A common stock at an exercise price of $16.85 per share and was adjusted as a result of the Dividend. In connection with the Dividend, all stock options held by the reporting person with respect to the Issuer's common stock were adjusted pursuant to the anti-dilution provisions of the incentive plan under which such award was granted, such that the reporting person received an adjustment to (i) the exercise price and (ii) the number of shares relating to such option. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3.

7. The derivative security is fully vested.

8. This stock option award was previously reported as an option relating to 175,452 shares of the Issuer's Series A common stock at an exercise price of $16.85 per share and was adjusted as a result of the Dividend. In connection with the Dividend, all stock options held by the reporting person with respect to the Issuer's common stock were adjusted pursuant to the anti-dilution provisions of the incentive plan under which such award was granted, such that the reporting person received an adjustment to (i) the exercise price and (ii) the number of shares relating to such option. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3.

9. The derivative security vested 50% on December 31, 2019 and the remaining 50% will vest on December 31, 2020.

	/s/ Craig Troyer as Attorney-in-Fact for Brian J. Wendling	12/14/2020
	** 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).
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