QVC Group, Inc. — Director's Dealing 2020

Sep 24, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Qurate Retail, Inc. (QRTEA)
CIK: 0001355096
Period of Report: 2020-09-14

Reporting Person: Wilm Renee L (Chief Legal Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-09-14	8% Series A Cumulative Redeemable Preferred Stock	J	129.0000	$0.0000	Acquired	129.0000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy) - QRTEA	$6.2500	2026-11-13	Series A Common Stock (503972.0000)	503972.0000	Direct

Footnotes

F1: On August 21, 2020, the Issuer announced that an authorized committee of the Issuer's board of directors declared a special dividend on each outstanding share of its common stock payable on September 14, 2020 to all holders of record as of 5:00 p.m., New York City time, on August 31, 2020 consisting of (i) a special cash dividend in the amount of $1.50 per common share and (ii) a special dividend of 0.03 shares of newly issued 8.0% Series A Cumulative Redeemable Preferred Stock (the "Preferred Shares"), having an initial liquidation price of $100 per Preferred Share (the "Dividend"). As a result of the Dividend, the reporting person directly received 129 Preferred Shares. The receipt of Preferred Shares in the Dividend was 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").

F2: This stock option award was previously reported as an option relating to 305,036 shares of the Issuer's Series A common stock at an exercise price of $10.26 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.

F3: The options vest in two equal installments on September 23, 2022 and on September 23, 2023.