Rawlinson David Form 4 Qurate Retail / David Rawlinson ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Rawlinson David

(Last)

(First)

(Middle)

12300 LIBERTY BOULEVARD

(Street)

ENGLEWOOD

80112

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Qurate Retail, Inc. [ QRTEA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President/CEO-Elect

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units - QRTEA	⁽¹⁾	08/18/2021		A		508,865⁽²⁾		⁽³⁾	⁽³⁾	Series A Common Stock	508,865	$0.0000	508,865	D
Stock Option (right to buy) - QRTEA	$10.5	08/18/2021		A		1,185,053⁽⁴⁾		⁽⁵⁾	08/18/2028	Series A Common Stock	1,185,053	$0.0000	1,185,053	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Series A common stock.

2. This grant of restricted stock units is made pursuant to the employment agreement, effective as of July 12, 2021, between the reporting person and the Issuer (the "Agreement"). Pursuant to the Agreement, the reporting person was entitled to an award of restricted stock units with respect to the Issuer's Series A common stock with a grant date value equal to $5,979,167, subject to the terms and conditions set forth in the Agreement.

3. The restricted stock units will vest 13% on December 10, 2021, and 29% on each of December 10, 2022, December 10, 2023 and December 10, 2024.

4. This stock option is granted pursuant to the Agreement. Pursuant to the Agreement, the reporting person was entitled to receive options to acquire the Issuer's Series A common stock with a grant date value equal to $6,662,500 and with an exercise price equal to the Fair Market Value (as defined in the Qurate Retail, Inc. 2020 Omnibus Incentive Plan, as amended from time to time) on the date of grant, subject to the other terms and conditions set forth in the Agreement.

5. The options will vest 50% on December 31, 2023 and 50% on December 31, 2024.

	/s/ Brittany A. Uthoff as Attorney-in-Fact for David Rawlinson II	08/20/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

Rawlinson David Form 4Qurate Retail / David Rawlinson ownership change