QVC Group, Inc. — Director's Dealing 2021

Jun 8, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Qurate Retail, Inc. (QRTEA)
CIK: 0001355096
Period of Report: 2021-06-03

Reporting Person: MALONE JOHN C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-06-03	Series A Common Stock	A	28979089.0000	—	Acquired	29800491.0000	Direct
2021-06-03	Series B Common Stock	D	26344627.0000	—	Disposed	0.0000	Direct
2021-06-03	Series A Common Stock	A	937593.0000	—	Acquired	1313853.0000	Indirect
2021-06-03	Series B Common Stock	D	852358.0000	—	Disposed	0.0000	Indirect

Footnotes

F1: Pursuant to (i) the Call Agreement and (ii) the Stock Exchange Agreement (each as defined and further described in the Remarks section), the Malone Trusts (as defined in the Remarks section) transferred 27,196,985 shares of Series B Common Stock to the Issuer in exchange for 29,916,682 shares of Series A Common Stock. Under the terms of the Call Agreement, the aggregate call price converts into an equivalent ratio of 1.1 shares of Series A Common Stock for each share of Series B Common Stock with the aggregate number of shares of Series A Common Stock issued to each of the Malone Trusts rounded down to the nearest whole share. This exchange was approved by a committee of the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

F2: Includes 3,756 shares of Series A Common Stock previously reported as held indirectly by a 401(k) savings plan for the benefit of the reporting person that were distributed to the reporting person and are now owned directly.

F3: Each share of Series B Common Stock is convertible, at the holder's election, into one share of Series A Common Stock, at any time for no consideration other than the surrender of the share of Series B Common Stock for each share of Series A Common Stock.

F4: Includes 376,260 shares of Series A Common Stock held by the Leslie A. Malone 1995 Revocable Trust that were previously reported as indirectly held by the reporting person's spouse. The reporting person disclaims beneficial ownership of these shares.

F5: Consists of shares of Series B Common Stock held by the Leslie A. Malone 1995 Revocable Trust that were previously reported as indirectly held by the reporting person's spouse. The reporting person disclaims beneficial ownership of these shares.