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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 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 | ||||||||
| Stock Option (right to buy) - LVNTA | $ 14.86 (3) | 11/12/2014 | 听 | M | 听 | 听 | 6,836 (3) | 听 (4) | 12/24/2014 | Series A Liberty Ventures Common Stock | 6,836 (3) | $ 0 | 0 | D | 听 |
| Reporting Owner Name / Address | Relationships | |||
| 听Director | 听10% Owner | 听Officer | 听Other | |
| SHEAN CHRISTOPHER W 12300 LIBERTY BOULEVARD ENGLEWOOD,听CO听80112 |
听 | 听 | 听 Senior Vice President and CFO | 听 |
| 听/s/ Craig Troyer as Attorney-in-Fact for Christopher W. Shean | 听 11/14/2014 | |
| **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) | On February 27, 2014, the Issuer declared a stock dividend (the "stock dividend"), payable to all holders of record as of 5 p.m., New York City time, on April 4, 2014, of one share of Series A Liberty Ventures Common Stock for each share of Series A Liberty Ventures Common Stock outstanding. As a result, the Reporting Person received 17,170 shares of Series A Liberty Ventures Common Stock as of April 4, 2014. Prior to the stock dividend, the holdings were decreased by 1 share due to an accounting reconciliation. On October 3, 2014, the Issuer declared a stock dividend (the "reattribution dividend"), payable to all holders of record of Series A Liberty Interactive Common Stock as of 5 p.m., New York City time, on October 13, 2014 of 0.14217 of a share of Series A Liberty Ventures Common Stock for each share of Series A Liberty Interactive Common Stock outstanding. As a result, the Reporting Person received 31,537 shares of Series A Liberty Ventures Common Stock as of October 20, 2014. |
| (2) | 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 October 31, 2014, which also reflects the Reporting Person's holdings following the stock dividend and the reattribution dividend. |
| (3) | This stock option was previously reported as an option for 3,367 shares of Series A Liberty Ventures Common Stock at an exercise price of $58.80 per share. The number of shares and the exercise price of this option were adjusted as of each of April 4, 2014, August 27, 2014 and October 20, 2014 as a result of the stock dividend, the spin-off (as described in the Remarks section) and the reattribution dividend (as described in the Remarks section), respectively and, in each case the anti-dilution provisions of the incentive plans under which such option was granted. With respect to the spin-off, the adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. |
| (4) | The derivative security is fully vested. |
| 听 Remarks: On听August听27,听2014,听the听Issuer听completed听a听transaction听(the听"spin-off")听whereby听it听spun-off听its听wholly-owned听subsidiary听Liberty听TripAdvisor听Holdings,听Inc.,听which听was听effected听by听the听distribution听to听each听holder听of听its听Liberty听Ventures听Common听Stock听as听of听5听p.m.,听New听York听City听time,听on听August听21,听2014,听of听shares听of听the听corresponding听series听of听the听common听stock听of听the听spun-off听subsidiary.听In听connection听with听the听completion听of听the听spin-off,听all听equity听awards听held听by听the听Reporting听Person听with听respect听to听the听Issuer's听Liberty听Ventures听Common听Stock听were听adjusted听pursuant听to听the听anti-dilution听provisions听of听the听incentive听plans听under听which听the听equity听awards听were听granted.听These听adjustments听were听approved听by听the听Issuer's听board听of听directors听pursuant听to听Rule听16b-3听under听the听Securities听Exchange听Act听of听1934,听as听amended.听In听connection听with听the听completion听of听the听reattribution听dividend,听all听equity听awards听held听by听the听Reporting听Person听with听respect听to听the听Issuer's听Liberty听Interactive听Common听Stock听(each听an听"Original听Interactive听Award")听were听adjusted听pursuant听to听the听anti-dilution听provisions听of听the听incentive听plans听under听which听the听equity听awards听were听granted,听such听that听the听Reporting听Person听received听(i)听an听adjustment听to听the听exercise听price听or听base听price,听as听applicable,听and听number听of听shares听relating听to听the听Original听Interactive听Award听and听(ii)听an听equity听award听relating听to听shares听of听the听corresponding听series听of听Liberty听Ventures听common听stock. | |