QVC Group, Inc. — Director's Dealing 2021

Jun 7, 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: MAFFEI GREGORY B (Director, Chairman of the Board, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-06-03	Series A Common Stock	D	5378308.0000	—	Disposed	0.0000	Direct
2021-06-03	Series B Common Stock	A	5378308.0000	—	Acquired	6054235.0000	Direct
2021-06-03	Series B Common Stock	A	1101321.0000	$0.0000	Acquired	7155556.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-06-03	Stock Option (right to buy) - QRTEB	$16.7100	D	197783.0000	Disposed	2022-03-31	Series B Common Stock (197783.0000)	Direct
2021-06-03	Stock Option (right to buy) - QRTEB	$16.9700	D	1137228.0000	Disposed	2021-12-24	Series B Common Stock (1137228.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Series A Common Stock	14112.0000	Indirect

Footnotes

F1: On June 3, 2021, the Issuer and the reporting person entered into a Stock Exchange Agreement (the "Exchange Agreement") whereby the reporting person acquired 5,378,308 shares of Series B Common Stock from the Issuer in exchange for an equivalent number of shares of Series A Common Stock. 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: 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.

F3: Represents a restricted stock award that is scheduled to vest, subject to the reporting person's continued employment with the Issuer, in two equal tranches on each of December 10, 2024 and the fifth anniversary of the grant date, subject to earlier vesting under certain circumstances. See also Footnote 4.

F4: On June 3, 2021, pursuant to the Letter Agreement (as defined in the Remarks section), the reporting person waived his rights to assert that certain specified events described therein would constitute a "Change in Control" or "Good Reason" (as defined in his Employment Agreement (as defined in the Remarks section)) with respect to the Issuer and agreed not to terminate his employment with the Issuer in connection with such events, which would have resulted in the severance-related obligations of the Issuer described in the Remarks section, and he agreed to the cancellation of certain stock options, as reported in Table II above. In consideration of the foregoing, the reporting person received the restricted stock grant of Series B Common Stock reported in Table I above and the Issuer agreed that its portion of the reporting person's annual equity awards to be granted for 2022, 2023 and 2024 pursuant to the Employment Agreement will be granted with respect to Series B Common Stock.

F5: The number of shares reported as held in the reporting person's 401(k) is based on a statement from the Plan Administrator dated as of May 31, 2021.

F6: The derivative security was fully vested.

F7: On June 3, 2021, pursuant to the Letter Agreement (as defined in the Remarks section), the reporting person waived his rights to assert that certain specified events described therein would constitute a "Change in Control" or "Good Reason" (as defined in his Employment Agreement (as defined in the Remarks section)) with respect to the Issuer and agreed not to terminate his employment with the Issuer in connection with such events, which would have resulted in the severance-related obligations of the Issuer described in the Remarks section, and he agreed to the cancellation of certain stock options, as reported in Table II above. In consideration of the foregoing, the reporting person received the restricted stock grant of Series B Common Stock reported in Table I above and the Issuer agreed that its portion of the reporting person's annual equity awards to be granted for 2022, 2023 and 2024 will be granted with respect to Series B Common Stock.