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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Forward Sale Contract (Obligation to Sell) | (2) (3) | 03/09/2018 | J(1) | 642,850 | (2)(3) | (2)(3) | Common Stock | 642,850 | (2) (3) | 0 | I | By Wholly-Owned Subsidiary | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Liberty Interactive Corp 12300 LIBERTY BOULEVARD ENGLEWOOD, CO 80112 |
X | X | ||
| Liberty Interactive Corporation By: /s/ Craig Troyer Title: Senior Vice President, Deputy General Counsel and Assistant Secretary | 03/13/2018 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The transactions reported on this Form relate to the Split-Off (as described in the Remarks section). In connection with the Split-Off, the Reporting Person's beneficial ownership of the shares of common stock of the Issuer (the "Common Stock") and the forward sale contract were transferred to GCI Liberty, Inc., an Alaska corporation ("GCI Liberty"). As the transfer of beneficial ownership of each of the Common Stock and the forward sale contract was part of a larger reorganization transaction involving the Reporting Person and GCI Liberty, the Reporting Person does not admit that there was a sale for purposes of Section 16(b) of the Securities Exchange Act of 1934, as amended. |
| (2) | On June 6, 2017, the Reporting Person entered into a forward sale transaction with a financial institution (the "Counterparty") with respect to 642,850 shares (the "Number of Shares") of Common Stock. The Reporting Person pledged the Number of Shares to secure its obligations under the transaction, and retained dividend and voting rights in such pledged shares. The transaction will settle on a cash settlement basis or, at the election of the Reporting Person with the consent of the Counterparty, on a physical settlement basis. The transaction will settle in twenty components over twenty consecutive trading days beginning on or about May 17, 2019. |
| (3) | In the case of cash settlement, on the relevant settlement date for each component: (i) if the volume weighted average price per share of Common Stock on the valuation date for such component is lower than $128.0250 (the "Floor Price"), the Counterparty shall pay the Reporting Person (in cash) the difference multiplied by the Number of Shares, (ii) if the volume weighted average price per share of Common Stock on the valuation date for such component is higher than $211.6680 (the "Cap Price"), the Reporting Person shall pay the Counterparty (in cash) the difference multiplied by the Number of Shares, and (iii) if the volume weighted average price per share of Common Stock on the valuation date for such component is greater than or equal to the Floor Price but less than or equal to the Cap Price, no amount will be payable. |
| Remarks: On March 9, 2018, the transactions contemplated by the Agreement and Plan of Reorganization, dated as of April 4, 2017, by and among the Reporting Person, Liberty Interactive LLC, and GCI Liberty, as amended, were completed. As a result, the Reporting Person contributed to GCI Liberty, among other assets and liabilities, its entire equity interest in Ventures Holdco, LLC, which was the subsidiary (x) holding all of its shares of the Issuer's common stock and (y) party to the forward sale contract. On March 9, 2018, at 4:01 p.m., New York City time, the Reporting Person completed its previously announced split-off (the "Split-Off") of GCI Liberty. In the Split-Off, the Reporting Person redeemed (i) each outstanding share of its Series A Liberty Ventures common stock, $0.01 par value ("LVNTA"), for one share of GCI Liberty's Class A common stock, with no shares of LVNTA remaining outstanding, and (ii) each outstanding share of its Series B Liberty Ventures common stock, $0.01 par value ("LVNTB"), for one share of GCI Liberty's Class B common stock, with no shares of LVNTB remaining outstanding, with the effect that GCI Liberty was split-off from the Reporting Person and the Reporting Person ceased to have an equity interest in GCI Liberty. | |