Richard N Baer Form 4 Liberty Interactive / RICHARD N BAER 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^*

BAER RICHARD N

(Last) (First) (Middle)

12300 LIBERTY BOULEVARD

(Street)

ENGLEWOOD CO 80112

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Liberty Interactive Corp [ QVCA ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/27/2016

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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy) - LVNTA(1)	$34.39(1)	07/27/2016		J(1)	V	103,255(1)		(2)	12/31/2023(3)	Series A Liberty Ventures Common Stock	103,255(1)	$0.0000	103,255	D
Stock Option (right to buy) - LVNTA(1)	$20.97(1)	07/27/2016		J(1)	V	33,655(1)		12/31/2016(4)	11/08/2022(3)	Series A Liberty Ventures Common Stock	33,655(1)	$0.0000	33,655	D
Stock Option (right to buy) - LVNTA(1)	$13.12(1)	07/27/2016		J(1)	V	26,264(1)		12/31/2016(4)	11/08/2022(3)	Series A Liberty Ventures Common Stock	26,264(1)	$0.0000	26,264	D

Explanation of Responses:

1. In connection with the completion of the CommerceHub spin-off (as defined in the Remarks section), all option awards held by the reporting person with respect to the Issuer's Liberty Ventures common stock (each, a "pre-CH Spin Ventures Award") were adjusted pursuant to the anti-dilution provisions of the incentive plan under which the option awards were granted, such that the reporting person received (i) an adjustment to the exercise price and number of shares relating to the Pre-CH Spin Ventures Award (as so adjusted, an "Adjusted Ventures Award") and (ii) an option relating to shares of the corresponding series of CommerceHub common stock and an option to purchase shares of CommerceHub Series C common stock. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

2. The options were granted on June 1, 2016, and vest 50% on December 31, 2019 and 50% on December 31, 2020.

3. Except as set forth on this Form 4, the terms of the Adjusted Ventures Award will, in all material respects, be the same as those of the corresponding Pre-CH Spin Ventures Award.

4. The options were granted on November 8, 2012, and 50% vested on December 31, 2015 and 50% will vest on December 31, 2016.

Remarks:

On July 22, 2016, the Issuer completed the spin-off (the "CommerceHub spin-off") of its former wholly owned subsidiary, CommerceHub, Inc. ("CommerceHub"), which was effected by the distribution to each holder of the Issuer's Liberty Ventures common stock of 0.1 of a share of the corresponding series of CommerceHub common stock and 0.2 of a share of CommerceHub Series C common stock. The reporting person is voluntarily filing this Form 4 for the purpose of reporting the adjustments described above. This Form 4 does not report any new transactions.

	/s/ Richard N. Baer	08/03/2016
	** Signature of Reporting Person	Date
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