M Lavoy Robison Form 4 Liberty Interactive / M LAVOY ROBISON 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^*

ROBISON M LAVOY

(Last)

(First)

(Middle)

12300 LIBERTY BOULEVARD

(Street)

ENGLEWOOD

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/09/2016

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)
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)
Stock Option (right to buy) - LVNTA⁽¹⁾	$23.99⁽¹⁾	11/09/2016		J⁽¹⁾	V	414⁽¹⁾		⁽²⁾	05/10/2017⁽³⁾	Series A Liberty Ventures Common Stock	414⁽¹⁾	$0.0000	414	D
Stock Option (right to buy) - LVNTA⁽¹⁾	$13.65⁽¹⁾	11/09/2016		J⁽¹⁾	V	320⁽¹⁾		⁽²⁾	05/10/2017⁽³⁾	Series A Liberty Ventures Common Stock	320⁽¹⁾	$0.0000	320	D
Stock Option (right to buy) - LVNTA⁽¹⁾	$29.55⁽¹⁾	11/09/2016		J⁽¹⁾	V	468⁽¹⁾		⁽²⁾	12/16/2020⁽³⁾	Series A Liberty Ventures Common Stock	468⁽¹⁾	$0.0000	468	D
Stock Option (right to buy) - LVNTA⁽¹⁾	$27.18⁽¹⁾	11/09/2016		J⁽¹⁾	V	381⁽¹⁾		⁽²⁾	12/16/2020⁽³⁾	Series A Liberty Ventures Common Stock	381⁽¹⁾	$0.0000	381	D
Stock Option (right to buy) - LVNTA⁽¹⁾	$20.61⁽¹⁾	11/09/2016		J⁽¹⁾	V	750⁽¹⁾		⁽²⁾	12/17/2019⁽³⁾	Series A Liberty Ventures Common Stock	750⁽¹⁾	$0.0000	750	D
Stock Option (right to buy) - LVNTA⁽¹⁾	$14.63⁽¹⁾	11/09/2016		J⁽¹⁾	V	462⁽¹⁾		⁽²⁾	12/17/2019⁽³⁾	Series A Liberty Ventures Common Stock	462⁽¹⁾	$0.0000	462	D
Stock Option (right to buy) - LVNTA⁽¹⁾	$33.34⁽¹⁾	11/09/2016		J⁽¹⁾	V	1,054⁽¹⁾		12/15/2016	12/15/2021⁽³⁾	Series A Liberty Ventures Common Stock	1,054⁽¹⁾	$0.0000	1,054	D
Stock Option (right to buy) - LVNTA⁽¹⁾	$40.68⁽¹⁾	11/09/2016		J⁽¹⁾	V	1,326⁽¹⁾		12/17/2016	12/17/2022⁽³⁾	Series A Liberty Ventures Common Stock	1,326⁽¹⁾	$0.0000	1,326	D

Explanation of Responses:

1. In connection with the completion of the Redemption (as defined in the Remarks section), all option awards held by the reporting person with respect to Liberty Interactive Corporation's (the "Issuer") Liberty Ventures common stock (each, a "Pre-Split 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-Split Ventures Award (as so adjusted, an "Adjusted Ventures Award") and (ii) an option relating to shares of the corresponding series of Liberty Expedia Holdings, Inc. ("Splitco") 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 derivative security is fully vested.

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-Split Ventures Award.

Remarks:

On November 4, 2016, the Issuer redeemed (the "Redemption") a portion of the shares of its Liberty Ventures common stock for shares of common stock of Splitco. In the Redemption, the Issuer redeemed (i) 0.4 of each outstanding share of its Series A Liberty Ventures common stock for 0.4 of a share of Splitco's Series A common stock and (ii) 0.4 of each outstanding share of its Series B Liberty Ventures common stock for 0.4 of a share of Splitco's Series B common stock (in each case, with cash paid in lieu of any fractional shares).

	/s/ Craig Troyer as Attorney-in-Fact for M. LaVoy Robison	11/14/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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M Lavoy Robison Form 4Liberty Interactive / M LAVOY ROBISON ownership change