If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. o
The information required on the remainder of this cover
page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No.
Series A Common Stock: 74915M100
Series B Common Stock: 74915M209
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1.
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Names
of Reporting Persons
John C. Malone
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2.
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Check the Appropriate Box if a Member of
a Group (See Instructions)
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(a)
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(b)
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
OO
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
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6.
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Citizenship
or Place of Organization
U.S.
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
Series A Common Stock: 1,197,662 (1),(2),(3),(4)
Series B Common Stock: 27,196,985 (1),(5)
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8.
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Shared Voting Power
Series A Common Stock: 0 (3)
Series B Common Stock: 458,946 (5),(6)
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9.
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Sole Dispositive Power
Series A Common Stock: 1,197,662 (1),(2),(3),(4)
Series B Common Stock: 27,196,985 (1),(5)
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10.
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Shared Dispositive Power
Series A Common Stock: 0 (3)
Series B Common Stock: 458,946 (5),(6)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
Series A Common Stock: 1,197,662 (1),(2),(3),(4)
Series B Common Stock: 27,655,931 (1),(5)(6)
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12.
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Check if the
Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
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13.
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Percent of Class Represented by Amount in Row (11)
Series A Common Stock: Less than 1% (3),(7),(8)
Series B Common Stock: 94.2% (7),(8)
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14.
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Type of Reporting
Person (See Instructions)
IN
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(1) Includes 376,260 shares of Series A Common Stock, $0.01
par value (the “Series A Common Stock”), and 852,358 shares of Series B Common Stock, $0.01 par value (the
“Series B Common Stock”), of Qurate Retail, Inc., a Delaware corporation (the “Issuer”),
held in a revocable trust (the “LM Revocable Trust”) with respect to which John C. Malone (“Mr. Malone”)
and his wife, Leslie Malone (“Mrs. Malone”, and together with Mr. Malone, the “Malones”),
are trustees. Mrs. Malone has the right to revoke such trust at any time. Mr. Malone disclaims beneficial ownership of the
shares held by the LM Revocable Trust.
(2) Includes 3,756 shares of Series A Common Stock held
by a 401(k) savings plan for the benefit of Mr. Malone.
(3) Does not include shares of Series A Common Stock issuable
upon conversion of shares of Series B Common Stock beneficially owned by Mr. Malone as noted below; however, if such shares
of Series A Common Stock were included, Mr. Malone would have beneficial ownership of 28,853,593 shares of Series A Common
Stock and Mr. Malone’s aggregate beneficial ownership of Series A Common Stock, as a series, would be 7.1%, subject to
the relevant footnotes set forth herein.
(4) Includes (i) 17,646 shares of Series A Common
Stock pledged to Fidelity Brokerage Services, LLC (“Fidelity”) in connection with a margin loan facility, (ii) 800,000
shares of Series A Common Stock pledged to Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”)
in connection with a margin loan facility and (iii) 376,260 shares of Series A Common Stock pledged to Merrill Lynch in connection
with a margin loan facility.
(5) In February 1998, in connection with the settlement
of certain legal proceedings relative to the Estate of Bob Magness, the late founder and former Chairman of the Board of Tele-Communications, Inc.
(“TCI”), TCI entered into a call agreement (the “Call Agreement”) with the Malones. In connection
with the acquisition by AT&T Corp. of TCI, TCI assigned the Issuer’s predecessor its rights under the Call Agreement. The Issuer
succeeded to these rights. As a result, the Issuer has the right, upon Mr. Malone’s death and in certain other circumstances,
to acquire shares of Series B Common Stock owned by the Malones and certain trusts for the benefit of his children (together, the
“Malone Group”). The Call Agreement also prohibits the Malone Group from disposing of their Series B Common Stock
shares, except for certain exempt transfers (such as transfers to related parties or public sales of up to an aggregate of 5% of their
shares of Series B Common Stock after conversion to shares of Series A Common Stock) and except for a transfer made in compliance
with the Issuer’s call rights.
(6) Includes 458,946 shares of Series B Common Stock held
by two trusts (the “Trusts”) which are managed by an independent trustee, of which the beneficiaries are Mr. Malone’s
adult children. Mr. Malone has no pecuniary interest in the Trusts, but he retains the right to substitute assets held by the Trusts.
Mr. Malone disclaims beneficial ownership of the shares held by the Trusts.
(7) Based upon 379,563,326 shares of Series A Common Stock
and 29,353,492 shares of Series B Common Stock outstanding as of April 30, 2021, as reported by the Issuer in its Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the Securities and Exchange Commission on May 7,
2021.
(8) At the option of the holder, each share of Series B
Common Stock is convertible into one share of Series A Common Stock. Each share of Series B Common Stock is entitled to 10
votes, whereas each share of Series A Common Stock is entitled to one vote. Accordingly, Mr. Malone may be deemed to beneficially
own voting equity securities representing approximately 41.3% of the voting power with respect to the general election of directors of
the Issuer, based on the number of shares outstanding specified above in Note 7. See Item 5.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 7)
Statement of
John C. Malone
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
QURATE RETAIL, INC.
This statement on Schedule 13D relates to the
Series A Common Stock, $0.01 par value (the “Series A Common Stock”) and Series B Common Stock, $0.01
par value (the “Series B Common Stock,” and together with the Series A Common Stock, the “Common
Stock”) of Qurate Retail, Inc., a Delaware corporation (the “Issuer” or “Qurate Retail”).
The statement on Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) by the Reporting
Person, Mr. John C. Malone (“Mr. Malone”), on July 18, 2008, as amended by Amendment No. 1 to
the statement on Schedule 13D/A filed with the SEC by Mr. Malone on September 1, 2009, Amendment No. 2 to the statement
on Schedule 13D/A filed with the SEC by Mr. Malone on January 7, 2010, Amendment No. 3 to the statement on Schedule 13D/A
filed with the SEC by Mr. Malone on October 3, 2011, Amendment No. 4 to the statement on Schedule 13D/A filed with the
SEC by Mr. Malone on November 14, 2016, Amendment No. 5 to the statement on Schedule 13D/A filed with the SEC by Mr. Malone
on April 7, 2017, and Amendment No. 6 to the statement on Schedule 13D/A filed with the SEC by Mr. Malone on March 16,
2018 (collectively, the “Schedule 13D”), is hereby further amended and supplemented to include the information set
forth herein. This amended statement on Schedule 13D/A (this “Amendment”, and together with the Schedule 13D, the
“Statement”) constitutes Amendment No. 7 to the Schedule 13D. Capitalized terms not defined herein have the meanings
given to such terms in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.
Item 1. Security and Issuer.
Item 1 of Schedule 13D is amended and restated
as follows:
On April 9, 2018, Liberty Interactive Corporation
changed its name to “Qurate Retail, Inc.” pursuant to the filing of a Certificate of Amendment of Restated Certificate
of Incorporation with the Delaware Secretary of State. On May 23, 2018, the Issuer filed its Restated Certificate of Incorporation
(the “new charter”) with the Delaware Secretary of State after the market close. The new charter gave effect to, among
other things, the reclassification of each share of each series of the Issuer’s then-existing QVC Group common stock into one share
of the corresponding series of the Issuer’s Common Stock.
Mr. Malone is filing this Statement with
respect to the following series of common stock of the Issuer, beneficially owned by Mr. Malone:
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(a)
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Series A Common Stock, $0.01 par value (formerly known as Series A
QVC Group common stock); and
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(b)
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Series B Common Stock, $0.01 par value (formerly known as Series B
QVC Group common stock).
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The Issuer’s executive offices are located
at 12300 Liberty Boulevard, Englewood, Colorado 80112.
Pursuant to Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), this Statement also relates to the shares of Series A
Common Stock issuable upon conversion of shares of Series B Common Stock. By its terms, each share of Series B Common Stock
is convertible into one share of Series A Common Stock at the option of the holder. Shares of Series A Common Stock are not
convertible. The holders of Series A Common Stock and Series B Common Stock generally vote together as a single class with
respect to all matters voted on by the stockholders of the Issuer. The holders of shares of Series B Common Stock are each entitled
to 10 votes per share and the holders of shares of Series A Common Stock are each entitled to one vote per share.
Item 2. Identity
and Background.
Item 2 of the Schedule 13D is amended and restated
to read as follows:
The reporting person is John C. Malone, whose
business address is c/o Qurate Retail, Inc., 12300 Liberty Boulevard, Englewood, Colorado 80112. Mr. Malone is a director of
the Issuer.
During the last five years, Mr. Malone has
not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction resulting in any judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with
respect to such laws.
Mr. Malone is a citizen of the United States
of America.
Item 4. Purpose
of Transaction.
The information contained in Item 4 of the Schedule
13D is hereby amended and supplemented to include the following information:
On May 18, 2021, Mr. Malone
received from Gregory Maffei, the Chairman of the Board and a director of the Issuer, a written offer (the
“Offer”) to acquire all of the outstanding shares of Series B Common Stock beneficially owned by the Malone
Group (the “Subject Shares”) at a per share price of $14.00 payable in cash, securities or such other form of
consideration as to which Mr. Maffei and Mr. Malone may mutually agree. The Offer is conditioned upon, among other
things, the approval by the Board of Directors of the transactions contemplated thereby for purposes of Section 203 of the
General Corporation Law of the State of Delaware (the “Section 203 Approval”). In addition, the consummation
of the acquisition of the Subject Shares is subject to the negotiation and execution of definitive agreements.
The transfer of the Subject Shares is subject
to the terms of the Call Agreement, which provides the Issuer with the right (the “Call Right”) to acquire all,
but not less than all, of the Subject Shares at a price and on the terms specified in the Call Agreement. On May 18, 2021,
Mr. Malone provided written notice to the Issuer of his desire to accept the Offer, subject to Section 203 Approval,
pursuant to the terms of the Call Agreement. Mr. Malone supports the long-term business strategy of the Issuer but desires to
accept the Offer because it would provide flexibility for certain long-term estate and tax planning goals in light of potential
changes in federal tax laws. However, in the event the Issuer determines to exercise the Call Right, Mr. Malone indicated a
preference for the payment of the per share price in the form of Series A Common Stock such that he would continue to hold a
substantial investment in the Issuer.
There can be no assurance that the Malone
Group will consummate the transfer of the Subject Shares, whether pursuant to the terms of the Offer, pursuant to the Call Right or
at all. The Reporting Person does not intend to disclose developments with respect to the foregoing unless and until any definitive
agreement regarding any transfer of the Subject Shares has been reached, except as may be required by law.
The Call Agreement is filed as Exhibits 7(a) and
7(b) to this Amendment, and the Offer is filed as Exhibit 7(c) to this Amendment, and each is incorporated by reference
herein. The foregoing descriptions of the Call Agreement and the Offer do not purport to be complete and are qualified in their entirety
by reference to the full text of the Call Agreement and the Offer, respectively.
Item 5. Interest
in Securities of the Issuer.
The information contained in Item 5 of the Schedule
13D is hereby amended and restated to read as follows:
(a) Mr. Malone beneficially owns (without
giving effect to the conversion of shares of Series B Common Stock into shares of Series A Common Stock) (i) 1,197,662
shares of Series A Common Stock (including (x) 376,260 shares held in a revocable trust with respect to which Mr. Malone
and his wife are trustees (the “LM Revocable Trust”), as to which shares Mr. Malone disclaims beneficial ownership
and (y) 3,756 shares held by a 401(k) savings plan for the benefit of Mr. Malone), which represent less than 1% of the
outstanding shares of Series A Common Stock, and (ii) 27,655,931 shares of Series B Common Stock (including (x) 852,358
shares held by the LM Revocable Trust as to which shares Mr. Malone disclaims beneficial ownership and (y) 458,946 shares held
by two trusts (the “Trusts”) (over which Mr. Malone has a right of substitution) which are managed by an independent
trustee and the beneficiaries of which are Mr. Malone’s adult children and as to which shares Mr. Malone disclaims beneficial
ownership), which represent approximately 94.2% of the outstanding shares of Series B Common Stock.
The foregoing percentage interests are based upon
379,563,326 shares of Series A Common Stock and 29,353,492 shares of Series B Common Stock outstanding as of April 30,
2021, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with
the SEC on May 7, 2021. Accordingly, Mr. Malone may be deemed to beneficially own voting equity securities representing approximately
41.3% of the voting power with respect to the general election of directors of the Issuer.
(b) Mr. Malone, and, to his knowledge,
the LM Revocable Trust, each have the sole power to vote and to dispose of, or to direct the voting or disposition of, their respective
shares of Common Stock. The Trusts hold 458,946 shares of Series B Common Stock, as to which shares Mr. Malone has no pecuniary
interest and disclaims beneficial ownership. To Mr. Malone’s knowledge, other than as provided in the Call Agreement, the
Trusts have the sole power to vote and to dispose of, or to direct the voting or disposition of, the shares of Common Stock held by the
Trusts.
(c) Neither Mr. Malone nor, to his knowledge,
the LM Revocable Trust or the Trusts, has executed any transactions in respect of the Common Stock within the last sixty days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The information contained in Item 6 of the Schedule
13D is hereby amended and supplemented to include the following information:
Of the shares of Common Stock beneficially owned
by Mr. Malone, 17,646 shares of Series A Common Stock are pledged to Fidelity Brokerage Services, LLC (“Fidelity”),
800,000 shares of Series A Common Stock are pledged to Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill
Lynch”) and 376,260 shares of Series A Common Stock are pledged to Merrill Lynch in connection with margin loan facilities.
In addition, 722,367 shares of 8.0% Series A Cumulative Redeemable Preferred Stock (the “Preferred Stock”) of
the Issuer are pledged to Merrill Lynch and 27,357 shares of Preferred Stock are pledged to Merrill Lynch in connection with margin loan
facilities.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is amended and restated
to read as follows:
7(a)
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Call Agreement
dated as of February 9, 1998, between Liberty Interactive Corporation (as successor of Liberty Interactive LLC (f/k/a Liberty
Media, LLC, “Old Liberty”), as assignee of Comcast Cable Holdings LLC, formerly, Tele-Communications, Inc. (“TCI”)) and
the Malone Group (incorporated by reference to Exhibit 10.26 to the Issuer’s Annual Report on Form 10-K for the year
ended December 31, 2008 filed on February 27, 2009 (File No. 001-33982)).
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7(b)
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Letter, dated as of March 5,
1999, from TCI and Old Liberty addressed to Mr. Malone and Leslie Malone (incorporated by reference to Exhibit 10.27 to
the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2009 filed on February 25, 2010 (File
No. 001-33982)).
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7(c)
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Offer letter, dated May 18, 2021, with respect to Series B
Common Stock of Qurate Retail, Inc.
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Signature
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
May 19, 2021
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/s/ John C. Malone
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John C. Malone
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[Signature Page to JCM Amendment No. 7
to Qurate Retail, Inc. 13D]
EXHIBIT INDEX
7(a)
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Call
Agreement dated as of February 9, 1998, between Liberty Interactive Corporation (as successor of Liberty Interactive LLC (f/k/a
Liberty Media, LLC, “Old Liberty”), as assignee of Comcast Cable Holdings LLC, formerly, Tele-Communications, Inc.
(“TCI”)) and the Malone Group (incorporated by reference to Exhibit 10.26 to the Issuer’s Annual Report on
Form 10-K for the year ended December 31, 2008 filed on February 27, 2009 (File No. 001-33982)).
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7(b)
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Letter,
dated as of March 5, 1999, from TCI and Old Liberty addressed to Mr. Malone and Leslie Malone (incorporated by reference
to Exhibit 10.27 to the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2009 filed on February 25,
2010 (File No. 001-33982)).
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7(c)
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Offer letter, dated May 18, 2021, with respect to Series B
Common Stock of Qurate Retail, Inc.
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