FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

RAPLEY DAVID E
2. Issuer Name and Ticker or Trading Symbol

Qurate Retail, Inc. [ QRTEA ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

12300 LIBERTY BOULEVARD
3. Date of Earliest Transaction (MM/DD/YYYY)

9/14/2020
(Street)

ENGLEWOOD, CO 80112
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
8% Series A Cumulative Redeemable Preferred Stock 9/14/2020  J  V 294.0000 (1)A$0.0000 294.0000 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units - QRTEP  (2)9/14/2020  J   V 186.0000 (3)   12/9/2020 12/9/2020 8% Series A Cumulative Redeemable Preferred Stock 186.0000 (3)$0.0000 186.0000 (3)D  
Stock Option (right to buy) - QRTEA $5.2700 (4)          12/9/2020 12/9/2026 Series A Common Stock 32691.0000 (4) 32691.0000 (4)D  
Stock Option (right to buy) - QRTEA $13.5500 (5)           (6)12/6/2025 Series A Common Stock 12978.0000 (5) 12978.0000 (5)D  
Stock Option (right to buy) - QRTEA $14.4300 (7)           (6)12/12/2023 Series A Common Stock 10738.0000 (7) 10738.0000 (7)D  
Stock Option (right to buy) - QRTEA $14.8700 (8)           (6)12/12/2024 Series A Common Stock 8619.0000 (8) 8619.0000 (8)D  
Stock Option (right to buy) - QRTEA $16.0800 (9)           (6)12/17/2022 Series A Common Stock 7684.0000 (9) 7684.0000 (9)D  

Explanation of Responses:
(1) On August 21, 2020, the Issuer announced that an authorized committee of the Issuer's board of directors declared a special dividend on each outstanding share of its common stock payable on September 14, 2020 to all holders of record as of 5:00 p.m., New York City time, on August 31, 2020 consisting of (i) a special cash dividend in the amount of $1.50 per common share and (ii) a special dividend of 0.03 shares of newly issued 8.0% Series A Cumulative Redeemable Preferred Stock (the "Preferred Shares"), having an initial liquidation price of $100 per Preferred Share (the "Dividend"). As a result of the Dividend, the reporting person directly received 294 Preferred Shares. The receipt of Preferred Shares in the Dividend was approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended ("Rule 16b-3").
(2) Each restricted stock unit ("RSU") represents a contingent right to receive one Preferred Share.
(3) In connection with the Dividend, all RSUs with respect to the Issuer's common stock ("Original RSUs") were adjusted pursuant to the anti-dilution provisions of the incentive plans under which RSU awards held by the reporting person were granted. Each holder of an Original RSU was entitled to receive an RSU with respect to a number of Preferred Shares equal to 0.03 multiplied by the number of shares of common stock underlying the Original RSU, subject to the same terms and conditions as the Original RSU. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3.
(4) This stock option award was previously reported as an option relating to 19,878 shares of the Issuer's Series A common stock at an exercise price of $8.65 per share and was adjusted as a result of the Dividend. In connection with the Dividend, all stock options held by the reporting person with respect to the Issuer's common stock were adjusted pursuant to the anti-dilution provisions of the incentive plan under which such award was granted, such that the reporting person received an adjustment to (i) the exercise price and (ii) the number of shares relating to such option. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3.
(5) This stock option award was previously reported as an option relating to 7,910 shares of the Issuer's Series A common stock at an exercise price of $22.24 per share and was adjusted as a result of the Dividend. In connection with the Dividend, all stock options held by the reporting person with respect to the Issuer's common stock were adjusted pursuant to the anti-dilution provisions of the incentive plan under which such award was granted, such that the reporting person received an adjustment to (i) the exercise price and (ii) the number of shares relating to such option. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3.
(6) The derivative security is fully vested.
(7) This stock option award was previously reported as an option relating to 6,542 shares of the Issuer's Series A common stock at an exercise price of $23.69 per share and was adjusted as a result of the Dividend. In connection with the Dividend, all stock options held by the reporting person with respect to the Issuer's common stock were adjusted pursuant to the anti-dilution provisions of the incentive plan under which such award was granted, such that the reporting person received an adjustment to (i) the exercise price and (ii) the number of shares relating to such option. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3.
(8) This stock option award was previously reported as an option relating to 5,252 shares of the Issuer's Series A common stock at an exercise price of $24.41 per share and was adjusted as a result of the Dividend. In connection with the Dividend, all stock options held by the reporting person with respect to the Issuer's common stock were adjusted pursuant to the anti-dilution provisions of the incentive plan under which such award was granted, such that the reporting person received an adjustment to (i) the exercise price and (ii) the number of shares relating to such option. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3.
(9) This stock option award was previously reported as an option relating to 4,681 shares of the Issuer's Series A common stock at an exercise price of $26.40 per share and was adjusted as a result of the Dividend. In connection with the Dividend, all stock options held by the reporting person with respect to the Issuer's common stock were adjusted pursuant to the anti-dilution provisions of the incentive plan under which such award was granted, such that the reporting person received an adjustment to (i) the exercise price and (ii) the number of shares relating to such option. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3.

Remarks:
The Reporting Person is voluntarily filing this Form 4 to report the receipt of Preferred Shares in the Dividend and the equity award adjustments as described above.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
RAPLEY DAVID E
12300 LIBERTY BOULEVARD
ENGLEWOOD, CO 80112
X



Signatures
/s/ Craig Troyer as Attorney-in-Fact for David E. Rapley9/23/2020
**Signature of Reporting PersonDate

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