QVC Group, Inc. — Director's Dealing 2015

Nov 20, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Liberty Interactive Corp (QVCA)
CIK: 0001355096
Period of Report: 2015-11-16

Reporting Person: BAER RICHARD N (SVP, General Counsel)

Holdings (Non-Derivative)

Security	Shares	Ownership
Series A Liberty Ventures Common Stock	21952.0000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy) - LVNTA	$22.9800	2022-11-08	Series A Liberty Ventures Common Stock (67688.0000)	67688.0000	Direct
Stock Option (right to buy) - LVNTA	$14.3700	2022-11-08	Series A Liberty Ventures Common Stock (52814.0000)	52814.0000	Direct
Stock Option (right to buy) QVCA	$18.2700	2022-11-08	Series A QVC Group Common Stock (476217.0000)	476217.0000	Direct

Footnotes

F1: 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 Series A Liberty Ventures Common Stock ("LVNTA") for each share of LVNTA outstanding. As a result, the reporting person received 4,552 shares of LVNTA as of April 4, 2014. 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. As a result, the reporting person received 12,848 shares of LVNTA as of October 20, 2014.

F2: This stock option was granted as a result of the reattribution dividend. 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.

F3: Vests 50% on December 31, 2015 and 50% on December 31, 2016.

F4: This stock option was previously reported as an option for 26,010 shares of LVNTA at an exercise price of $56.86 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 (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").

F5: This stock option was previously reported as an option for 516,443 shares of Series A Liberty Interactive Common Stock, now known as the Series A QVC Group Common Stock, at an exercise price of $19.83 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 4) and pursuant to the anti-dilution provisions of the incentive plan under which such option was granted.