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Form 4 Liberty Interactive Corp For: Dec 17 Filed by: MAFFEI GREGORY B

December 19, 2014 7:17 PM EST
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
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hours per response: 0.5
  
 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 *
MAFFEI GREGORY B
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President, CEO
3. Date of Earliest Transaction (Month/Day/Year)
12/17/2014
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
Series A Liberty Interactive Common Stock 12/17/2014   M   411,287 A $ 17.74 4,285,886 D  
Series A Liberty Interactive Common Stock 12/17/2014   F   9,112 D $ 27.75 4,276,774 D  
Series A Liberty Interactive Common Stock 12/17/2014   F   40,384 D $ 27.72 4,236,390 D  
Series A Liberty Interactive Common Stock 12/17/2014   F   40,396 D $ 27.7 4,195,994 D  
Series A Liberty Interactive Common Stock 12/17/2014   S   79,385 D $ 27.7861 (1) 4,116,609 D  
Series A Liberty Interactive Common Stock 12/17/2014   F   242,010 D $ 27.8 3,874,599 D  
Series A Liberty Ventures Common Stock 12/17/2014   M   58,439 A $ 22.31 1,062,711 (2) D  
Series A Liberty Ventures Common Stock 12/17/2014   M   45,713 A $ 14.86 1,108,424 D  
Series A Liberty Ventures Common Stock 12/17/2014   F   31,410 D $ 35.87 1,077,014 D  
Series A Liberty Ventures Common Stock 12/17/2014   F   46,617 D $ 35.91 1,030,397 D  
Series A Liberty Interactive Common Stock               6,481 (3) I By 401(k) Savings Plan
Series A Liberty Ventures Common Stock               1,497 (4) I By 401(k) Savings Plan
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 $ 14.86 (5) 12/17/2014   M     45,713 (5)   (6) 12/24/2014 Series A Liberty Ventures Common Stock 45,713 (5) $ 0 0 D  
Stock Option (right to buy) - LVNTA $ 22.31 (7) 12/17/2014   M     58,439 (7)   (6) 12/24/2014 Series A Liberty Ventures Common Stock 58,439 (7) $ 0 0 D  
Stock Option (right to buy) - QVCA $ 17.74 (8) 12/17/2014   M     411,287 (8)   (6) 12/24/2014 Series A Liberty Interactive Common Stock 411,287 (8) $ 0 0 D  
Explanation of Responses:
1. The price is a weighted average price. These shares were sold in multiple transactions ranging from $27.6910 to $27.8262, inclusive. The reporting person undertakes to provide to the Securities and Exchange Commission, the Issuer or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range.
2. On February 27, 2014, the Issuer declared a stock dividend (the "stock dividend"), payable to all holders of record as of 5:00 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 226,711 shares of Series A Liberty Ventures Common Stock as of April 4, 2014. 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 5:00 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 550,850 shares of Series A Liberty Ventures Common Stock as of October 20, 2014.
3. 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 November 30, 2014.
4. 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 November 30, 2014, which also reflects the reporting person's holdings following the stock dividend and the reattribution dividend.
5. This stock option was previously reported as an option for 22,513 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, as a result of the stock dividend, and August 27, 2014 as a result of the spin-off (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.
6. The derivative security is fully vested.
7. In connection with the completion of the reattribution dividend, all equity awards held by the reporting person with respect to the Issuer's Liberty Interactive Common Stock (each an "Original Interactive Award") were adjusted pursuant to the anti-dilution provisions of the incentive plans under which the equity awards were granted, such that the reporting person received (i) an adjustment to the exercise price or base price, as applicable, and number of shares relating to the Original Interactive Award and (ii) an equity award relating to shares of the corresponding series of Liberty Ventures Common Stock.
8. This stock option was previously reported as an option relating to 446,089 shares of Series A Liberty Interactive Common Stock at an exercise price of $19.255 per share. The number of shares relating to and the exercise price of this option were adjusted as of October 20, 2014 as a result of the reattribution dividend (as described in footnote 7) and pursuant to the anti-dilution provisions of the incentive plans under which such option was granted.
Remarks:
On August 27, 2014, the Issuer completed a transaction (the "spin-off") whereby it spun-off its wholly-owned subsidiary, Liberty TripAdvisor Holdings, Inc., which was effected by the distribution to each holder of its Liberty Ventures Common Stock of shares of the corresponding series of the common stock of the spun-off subsidiary.  In connection with the completion of the spin-off, all equity awards held by the reporting person with respect to the Issuer's Liberty Ventures Common Stock (each an "Original Ventures Award") were adjusted pursuant to the anti-dilution provisions of the incentive plans under which the equity awards were granted, such that the reporting person received (i) an adjustment to the exercise price or base price, as applicable, and number of shares relating to the Original Ventures Award and (ii) an equity award relating to shares of the corresponding series of Liberty TripAdvisor Holdings, Inc.'s 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.
/s/ Craig Troyer as Attorney-in-Fact for Gregory B. Maffei 12/19/2014
** 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.

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