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^*

ROBISON M LAVOY

(Last)

(First)

(Middle)

12300 LIBERTY BOULEVARD

(Street)

ENGLEWOOD

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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2015

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)

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) - LVNTA	$19.46⁽¹⁾							⁽²⁾	05/05/2016	Series A Liberty Ventures Common Stock	961⁽¹⁾		961	D
Stock Option (right to buy) - LVNTA	$11.06⁽³⁾							⁽²⁾	05/05/2016	Series A Liberty Ventures Common Stock	743⁽³⁾		743	D
Stock Option (right to buy) - LVNTA	$26.08⁽¹⁾							⁽²⁾	05/10/2017	Series A Liberty Ventures Common Stock	728⁽¹⁾		728	D
Stock Option (right to buy) - LVNTA	$14.83⁽⁴⁾							⁽²⁾	05/10/2017	Series A Liberty Ventures Common Stock	564⁽⁴⁾		564	D
Stock Option (right to buy) - LVNTA	$32.13⁽¹⁾							⁽⁵⁾	12/16/2020	Series A Liberty Ventures Common Stock	823⁽¹⁾		823	D
Stock Option (right to buy) - LVNTA	$29.55⁽⁶⁾							⁽⁵⁾	12/16/2020	Series A Liberty Ventures Common Stock	670⁽⁶⁾		670	D
Stock Option (right to buy) - LVNTA	$22.41⁽¹⁾							⁽²⁾	12/17/2019	Series A Liberty Ventures Common Stock	1,318⁽¹⁾		1,318	D
Stock Option (right to buy) - LVNTA	$15.9⁽⁷⁾							⁽²⁾	12/17/2019	Series A Liberty Ventures Common Stock	812⁽⁷⁾		812	D
Stock Option (right to buy) QVCA	$15.47⁽⁸⁾							⁽²⁾	05/05/2016	Series A QVC Group Common Stock	6,765⁽⁸⁾		6,765	D
Stock Option (right to buy) QVCA	$20.74⁽⁹⁾							⁽²⁾	05/10/2017	Series A QVC Group Common Stock	5,132⁽⁹⁾		5,132	D
Stock Option (right to buy) QVCA	$25.54⁽¹⁰⁾							⁽⁵⁾	12/16/2020	Series A QVC Group Common Stock	5,843⁽¹⁰⁾		5,843	D
Stock Option (right to buy) QVCA	$17.82⁽¹¹⁾							⁽²⁾	12/17/2019	Series A QVC Group Common Stock	9,277⁽¹¹⁾		9,277	D

Explanation of Responses:

1. This stock option was granted as a result of the reattribution dividend (as described in the Remarks section). In connection with the completion of the reattribution dividend, all equity awards held by the reporting person with respect to the Issuer's Liberty Interactive Common Stock, now known as the Issuer's QVC Group Common Stock (each an "Original Interactive Award"), were adjusted pursuant to the anti-dilution provisions of the incentive plans under which the equity awards were granted, such that the reporting person received (i) an adjustment to the exercise price or base price, as applicable, and number of shares relating to the Original Interactive Award and (ii) an equity award relating to shares of the corresponding series of Liberty Ventures common stock.

2. The derivative security is fully vested.

3. This stock option was previously reported as an option for 366 shares of Series A Liberty Ventures Common Stock ("LVNTA") at an exercise price of $43.76 per share. The number of shares and the exercise price of this option were adjusted as of each of April 4, 2014 and August 27, 2014 as a result of the stock dividend (as described in the Remarks section) and the spin-off (as described in the Remarks section) and, in each case pursuant to the anti-dilution provisions of the incentive plan under which such option was granted. With respect to the spin-off, the adjustments were 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").

4. This stock option was previously reported as an option for 278 shares of LVNTA at an exercise price of $58.66 per share. The number of shares and the exercise price of this option were adjusted as of each of April 4, 2014 and August 27, 2014 as a result of the stock dividend and the spin-off and, in each case pursuant to the anti-dilution provisions of the incentive plan under which such option was granted. With respect to the spin-off, the adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3.

5. Vests in full on December 16, 2015.

6. This stock option was previously reported as an option for 330 shares of LVNTA at an exercise price of $116.91 per share. The number of shares and the exercise price of this option were adjusted as of each of April 4, 2014 and August 27, 2014 as a result of the stock dividend and the spin-off and, in each case pursuant to the anti-dilution provisions of the incentive plan under which such option was granted. With respect to the spin-off, the adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3.

7. This stock option was previously reported as an option for 400 shares of LVNTA at an exercise price of $62.91 per share. The number of shares and the exercise price of this option were adjusted as of each of April 4, 2014 and August 27, 2014 as a result of the stock dividend and the spin-off and, in each case pursuant to the anti-dilution provisions of the incentive plan under which such option was granted. With respect to the spin-off, the adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3.

8. This stock option was previously reported as an option for 7,339 shares of Series A Liberty Interactive Common Stock, now known as the Series A QVC Group Common Stock, at an exercise price of $16.79 per share. The number of shares relating to and the exercise price of this option were adjusted as a result of the reattribution dividend (as described in footnote 5) and pursuant to the anti-dilution provisions of the incentive plan under which such option was granted.

9. This stock option was previously reported as an option for 5,560 shares of Series A Liberty Interactive Common Stock, now known as the Series A QVC Group Common Stock, at an exercise price of $22.51 per share. The number of shares relating to and the exercise price of this option were adjusted as a result of the reattribution dividend (as described in footnote 5) and pursuant to the anti-dilution provisions of the incentive plan under which such option was granted.

10. This stock option was previously reported as an option for 6,396 shares of Series A Liberty Interactive Common Stock, now known as the Series A QVC Group Common Stock, at an exercise price of $27.73 per share. The number of shares relating to and the exercise price of this option were adjusted as a result of the reattribution dividend (as described in footnote 5) and pursuant to the anti-dilution provisions of the incentive plan under which such option was granted.

11. This stock option was previously reported as an option for 10,060 shares of Series A Liberty Interactive Common Stock, now known as the Series A QVC Group Common Stock, at an exercise price of $19.34 per share. The number of shares relating to and the exercise price of this option were adjusted as a result of the reattribution dividend (as described in footnote 5) and pursuant to the anti-dilution provisions of the incentive plan under which such option was granted.

Remarks:

On February 27, 2014, the Issuer declared a stock dividend (the "stock dividend"), payable to all holders of record as of 5:00 p.m., New York City time, on April 4, 2014, of one share of LVNTA for each share of LVNTA outstanding. On August 27, 2014, the Issuer completed a transaction (the "spin-off") whereby it spun-off its wholly-owned subsidiary Liberty TripAdvisor Holdings, Inc., which was effected by the distribution to each holder of its Liberty Ventures Common Stock as of 5:00 p.m., New York City time, on August 21, 2014, of shares of the corresponding series of the common stock of the spun-off subsidiary. In connection with the completion of the spin-off, all equity awards held by the reporting person with respect to the Issuer's Liberty Ventures Common Stock were adjusted pursuant to the anti-dilution provisions of the incentive plans under which the equity awards were granted. With respect to the spin-off, the adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3. On October 3, 2014, the Issuer declared a stock dividend (the "reattribution dividend"), payable to all holders of record of Series A Liberty Interactive Common Stock, now known as the Issuer's Series A QVC Group Common Stock, as of 5:00 p.m., New York City time, on October 13, 2014 of 0.14217 of a share of LVNTA for each share of Series A Liberty Interactive Common Stock outstanding. The reporting person is voluntarily filing this Form 4 for the purpose of reporting the adjustments described above. This Form 4 does not report any new transactions.

	/s/ Craig Troyer as Attorney-in-Fact for M. LaVoy Robison	11/19/2015
	** Signature of Reporting Person	Date
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