QVC Group, Inc. — Major Shareholding Notification 2013

Feb 14, 2013

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934 (Amendment No. 1)*

Liberty Interactive Corporation
(Name of Issuer)
SERIES A LIBERTY VENTURES COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
53071M880
(CUSIP Number)
DECEMBER 31, 2012
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ] Rule 13d-1(b)

[X] Rule 13d-1(c)

[ ] Rule 13d-1(d)

_________ * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes ).

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CUSIP No. 53071M880 13G/A Page 2 of 19 Pages

1.	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
	Highfields Capital Management LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
	(a) [ ]
	(b) [ x ]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
	5.	SOLE VOTING POWER
NUMBER OF		2,435,404
SHARES	6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		-0-
EACH	7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON		2,435,404
WITH	8.	SHARED DISPOSITIVE POWER
		-0-
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
	2,435,404
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES	[ ]
	(SEE INSTRUCTIONS)
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	7.0%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

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CUSIP No. 53071M880 13G/A Page 3 of 19 Pages

1.	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
	Highfields GP LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
	(a) [ ]
	(b) [ x ]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
	5.	SOLE VOTING POWER
NUMBER OF		2,435,404
SHARES	6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		-0-
EACH	7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON		2,435,404
WITH	8.	SHARED DISPOSITIVE POWER
		-0-
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
	2,435,404
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES	[ ]
	(SEE INSTRUCTIONS)
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	7.0%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

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CUSIP No. 53071M880 13G/A Page 4 of 19 Pages

1.	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
	Highfields Associates LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
	(a) [ ]
	(b) [ x ]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
	5.	SOLE VOTING POWER
NUMBER OF		2,435,404
SHARES	6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		-0-
EACH	7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON		2,435,404
WITH	8.	SHARED DISPOSITIVE POWER
		-0-
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
	2,435,404
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES	[ ]
	(SEE INSTRUCTIONS)
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	7.0%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

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CUSIP No. 53071M880 13G/A Page 5 of 19 Pages

1.	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
	Jonathan S. Jacobson
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
	(a) [ ]
	(b) [ x ]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
	5.	SOLE VOTING POWER
NUMBER OF		2,435,404
SHARES	6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		-0-
EACH	7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON		2,435,404
WITH	8.	SHARED DISPOSITIVE POWER
		-0-
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
	2,435,404
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES	[ ]
	(SEE INSTRUCTIONS)
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	7.0%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

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CUSIP No. 53071M880 13G/A Page 6 of 19 Pages

1.	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
	Highfields Capital I LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
	(a) [ ]
	(b) [ x ]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
	5.	SOLE VOTING POWER
NUMBER OF		181,074
SHARES	6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		-0-
EACH	7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON		181,074
WITH	8.	SHARED DISPOSITIVE POWER
		-0-
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
	181,074
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES	[X]
	(SEE INSTRUCTIONS)
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	0.5%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

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CUSIP No. 53071M880 13G/A Page 7 of 19 Pages

1.	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
	Highfields Capital II LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
	(a) [ ]
	(b) [ x ]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
	5.	SOLE VOTING POWER
NUMBER OF		616,183
SHARES	6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		-0-
EACH	7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON		616,183
WITH	8.	SHARED DISPOSITIVE POWER
		-0-
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
	616,183
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES	[X]
	(SEE INSTRUCTIONS)
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	1.8%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

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CUSIP No. 53071M880 13G/A Page 8 of 19 Pages

1.	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
ONLY)
	Highfields Capital III L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
	(a) [ ]
	(b) [ x ]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
	5.	SOLE VOTING POWER
NUMBER OF		1,638,147
SHARES	6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		-0-
EACH	7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON		1,638,147
WITH	8.	SHARED DISPOSITIVE POWER
		-0-
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
	1,638,147
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES	[X]
	(SEE INSTRUCTIONS)
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	4.7%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

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CUSIP No. 53071M880 13G/A Page 9 of 19 Pages

Item 1	(a).	Name of Issuer:
		Liberty Interactive Corporation (the
“Issuer”)
Item 1	(b).	Address of Issuer’s Principal
Executive Offices:
		12300 Liberty Boulevard, Englewood,
Colorado 80112
Item 2	(a).	Name of Person Filing:
		This statement is being filed by the
following persons with respect to the shares of Series A Liberty Ventures
common stock (“Common Stock”) of the Issuer directly owned by Highfields
Capital I LP (“Highfields I”), Highfields Capital II LP (“Highfields II”)
and Highfields Capital III L.P. (“Highfields III” and, together with
Highfields I and Highfields II, the “Funds”):
		(i)	Highfields Capital Management LP, a Delaware
limited partnership (“Highfields Capital Management”) and investment
manager to each of the Funds;
		(ii)	Highfields GP LLC, a Delaware limited liability
company (“Highfields GP”) and the General Partner of Highfields Capital
Management;
		(iii)	Highfields Associates LLC, a Delaware limited
liability company (“Highfields Associates”) and the General Partner of the
Funds;
		(iv)	Jonathon S. Jacobson, the Managing Member of
Highfields GP and the Senior Managing Member of Highfields Associates;
		(v)	Highfields I, a Delaware limited partnership;
		(vi)	Highfields II, a Delaware limited partnership;
and
		(vii)	Highfields III, an exempted limited partnership
organized under the laws of the Cayman Islands.
		Highfields Capital Management,
Highfields GP, Highfields Associates, Mr. Jacobson, Highfields I,
Highfields II and Highfields III are sometimes individually referred to
herein as a “Reporting Person” and collectively as the “Reporting
Persons.”
Item 2	(b).	Address of Principal Business
Office or, if None, Residence:
		Address for Highfields Capital
Management, Highfields GP, Highfields Associates,
		Mr. Jacobson, Highfields I and
Highfields II:
		c/o Highfields Capital Management LP
		John Hancock Tower
		200 Clarendon Street, 59th Floor
		Boston, Massachusetts 02116

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CUSIP No. 53071M880 13G/A Page 10 of 19 Pages

		Address for Highfields III:
		c/o State Street (Cayman) Trust Limited, d/b/a International Fund Services
		Suite 3307, Gardenia Court
		45 Market Street, Camana Bay
		P.O. Box 896
		Grand Cayman KY1-1103
		Cayman Islands
Item 2	(c).	Citizenship:
		Highfields Capital Management – Delaware
		Highfields GP – Delaware
		Highfields Associates – Delaware
		Jonathon S. Jacobson – United States
		Highfields I – Delaware
		Highfields II – Delaware
		Highfields III – Cayman Islands
Item 2	(d).	Title of Class of Securities:
		Series A Liberty Ventures Common Stock, $0.01
par value
Item 2	(e).	CUSIP Number:
		53071M880
Item 3.	Not applicable.

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CUSIP No. 53071M880 13G/A Page 11of 19 Pages

ITEM 4. Ownership.

For Highfields Capital Management, Highfields GP, Highfields Associates and Mr. Jacobson:

(a)	Amount beneficially owned: 2,435,404 shares of Common Stock
(b)	Percent of class: 7.0%

(c) Number of shares as to which such person has:

| (i) | Sole power to vote or to direct the vote:
2,435,404 |
| --- | --- |
| (ii) | Shared power to vote or to direct the vote: -0- |
| (iii) | Sole power to dispose or to direct the
disposition of: 2,435,404 |
| (iv) | Shared power to dispose or to direct the
disposition of: -0- |

For Highfields I:

(a) Amount beneficially owned: 181,074 shares of Common Stock

(b) Percent of class: 0.5%

(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote: 181,074

(ii) Shared power to vote or to direct the vote: -0-

| (iii) | Sole power to dispose or to direct the
disposition of: 181,074 |
| --- | --- |
| (iv) | Shared power to dispose or to direct the
disposition of: -0- |

For Highfields II:

(a) Amount beneficially owned: 616,183 shares of Common Stock

(b) Percent of class: 1.8%

(c) Number of shares as to which such person has:

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CUSIP No. 53071M880 13G/A Page 12 of 19 Pages

(i)	Sole power to vote or to direct the vote: 616,183
(ii)	Shared power to vote or to direct the vote: -0-
(iii)	Sole power to dispose or to direct the
disposition of: 616,183
(iv)	Shared power to dispose or to direct the
disposition of: -0-

For Highfields III:

(a) Amount beneficially owned: 1,638,147 shares of Common Stock

(b) Percent of class: 4.7%

(c) Number of shares as to which such person has:

| (i) | Sole power to vote or to direct the vote:
1,638,147 |
| --- | --- |
| (ii) | Shared power to vote or to direct the vote: -0- |
| (iii) | Sole power to dispose or to direct the
disposition of: 1,638,147 |
| (iv) | Shared power to dispose or to direct the
disposition of: -0- |

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CUSIP No. 53071M880 13G/A Page 13 of 19 Pages

| Item 5. | Ownership of Five Percent or Less of a
Class. |
| --- | --- |
| | Not applicable. |
| Item 6. | Ownership of More than Five Percent on
Behalf of Another Person. |
| | The shares of Common Stock beneficially owned
by Highfields Capital Management, Highfields GP, Highfields Associates and
Mr. Jacobson are directly owned by the Funds. Highfields Capital
Management serves as the investment manager to each of the Funds. Each of
Highfields Capital Management, Highfields GP, Highfields Associates and
Mr. Jacobson has the power to direct the receipt of dividends from or the
proceeds from the sale of the shares of Common Stock owned by the Funds. |
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company or Control Person. |
| | Not applicable. |
| Item 8. | Identification and Classification of Members
of the Group. |
| | See Exhibit 2 attached hereto. |
| | Each Reporting Person disclaims beneficial
ownership of the shares of Common Stock beneficially owned by the other
Reporting Persons. |
| Item 9. | Notice of Dissolution of Group. |
| | Not applicable. |
| Item 10. | Certification . |
| | By signing below I certify that, to the best of
my knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect. |

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CUSIP No. 53071M880 13G/A Page 14 of 19 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 14, 2013
Date
HIGHFIELDS CAPITAL MANAGEMENT LP
By: Highfields GP LLC, its General
Partner
/s/ Joseph F. Mazzella
Signature
Joseph F. Mazzella, Authorized Signatory
Name/Title
HIGHFIELDS GP LLC
/s/ Joseph F. Mazzella
Signature
Joseph F. Mazzella, Authorized Signatory
Name/Title
HIGHFIELDS ASSOCIATES LLC
/s/ Joseph F. Mazzella
Signature
Joseph F. Mazzella, Authorized Signatory
Name/Title
JONATHON S. JACOBSON
/s/ Joseph F. Mazzella*
Signature
Joseph F. Mazzella, Attorney in Fact
Name/Title
*by power of attorney

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CUSIP No. 53071M880 13G/A Page 15 of 19 Pages

HIGHFIELDS CAPITAL I LP
By: Highfields Associates LLC, its
General
Partner
/s/ Joseph F. Mazzella
Signature
Joseph F. Mazzella, Authorized Signatory
Name/Title
HIGHFIELDS CAPITAL II LP
By: Highfields Associates LLC, its
General
Partner
/s/ Joseph F. Mazzella
Signature
Joseph F. Mazzella, Authorized Signatory
Name/Title
HIGHFIELDS CAPITAL III L.P.
By: Highfields Associates LLC, its
General
Partner
/s/ Joseph F. Mazzella
Signature
Joseph F. Mazzella, Authorized Signatory
Name/Title

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CUSIP No. 53071M880 13G/A Page 16 of 19 Pages

EXHIBIT INDEX

| Exhibit 1. | Joint Filing Agreement as required by Rule
13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. |
| --- | --- |
| Exhibit 2. | List of Members of Group |

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CUSIP No. 53071M880 13G/A Page 17 of 19 Pages

Exhibit 1

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe such information is inaccurate.

February 14, 2013
Date
HIGHFIELDS CAPITAL MANAGEMENT LP
By: Highfields GP LLC, its General
Partner
/s/ Joseph F. Mazzella
Signature
Joseph F. Mazzella, Authorized Signatory
Name/Title
HIGHFIELDS GP LLC
/s/ Joseph F. Mazzella
Signature
Joseph F. Mazzella, Authorized Signatory
Name/Title
HIGHFIELDS ASSOCIATES LLC
/s/ Joseph F. Mazzella
Signature
Joseph F. Mazzella, Authorized Signatory
Name/Title
JONATHON S. JACOBSON
/s/ Joseph F. Mazzella*
Signature

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CUSIP No. 53071M880 13G/A Page 18 of 19 Pages

| Joseph F.
Mazzella, Attorney in Fact |
| --- |
| Name/Title |
| *by power of attorney |
| HIGHFIELDS CAPITAL I LP |
| By: Highfields Associates LLC, its General |
| Partner |
| /s/
Joseph F. Mazzella |
| Signature |
| Joseph F. Mazzella, Authorized Signatory |
| Name/Title |
| HIGHFIELDS CAPITAL II LP |
| By: Highfields Associates LLC, its General |
| Partner |
| /s/
Joseph F. Mazzella |
| Signature |
| Joseph F. Mazzella, Authorized Signatory |
| Name/Title |
| HIGHFIELDS CAPITAL III L.P. |
| By: Highfields Associates LLC, its General |
| Partner |
| /s/ Joseph F.
Mazzella |
| Signature |
| Joseph F. Mazzella, Authorized Signatory |
| Name/Title |

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CUSIP No. 53071M880 13G/A Page 19 of 19 Pages

Exhibit 2

MEMBERS OF GROUP

Highfields Capital Management LP Highfields GP LLC Highfields Associates LLC Jonathon S. Jacobson Highfields Capital I LP Highfields Capital II LP Highfields Capital III L.P.