Item 5.04. Temporary Suspension of Trading Under Registrant's Employee Benefit
Plans.
On August 20, 2020, Qurate Retail, Inc. (the "Company") delivered to its
executive officers and directors (collectively, the "Covered Persons") a notice
under Rule 104(b)(2)(ii) of Regulation BTR, pursuant to which the Company has
imposed a "blackout" period in accordance with Section 306(a) of the
Sarbanes-Oxley Act of 2002 ("SOX") and the Securities and Exchange Commission
regulations.
Because a blackout period has been imposed under the Liberty Media 401(k)
Savings Plan (the "Plan"), in which the Company is an adopting employer,
beginning on Friday, September 11, 2020 at 4:00 p.m., ET, and ending on or about
Friday, September 18, 2020, the Company is imposing a SOX blackout period that
will begin on Friday, September 11, 2020, and end on or about Friday, September
18, 2020. During the period, the Covered Persons can determine whether the
blackout period has ended by contacting the persons listed below. The Company
will advise the Covered Persons when the SOX blackout period ends, if earlier or
later than the specified date and time. The blackout period under the Plan is
needed in connection with the proposed issuance by the Company of a dividend
consisting of cash and shares of a newly created series of preferred stock to
holders of its existing Series A common stock and Series B common stock (the
"Proposed Dividend"). The Proposed Dividend is subject to formal declaration by
a committee of the Company's board of directors.
While the SOX blackout period is in effect, the Covered Persons (and their
immediate family members who share their residence) should not, directly or
indirectly, engage in any purchase, sale, transfer, acquisition, or disposition
of any equity securities of the Company (its Series A common stock, Series B
common stock and, when issued, its new preferred stock), including stock
options. There are limited exclusions and exemptions from this rule. Further,
the above prohibition is in addition to other restrictions on trading activity
that the Company imposes on its executive officers and directors, including
under the Company's insider trading policy and any administrative blackout
related to the Company's online incentive award platform.
The Company was unable to determine the definitive dates of the SOX blackout
period until it received information regarding the expected ex-dividend date for
the Proposed Dividend from the Nasdaq Stock Market. Due to the events described
above, this delay was beyond the reasonable control of the Company and was
unforeseeable to the Company. Accordingly, the Company was not able to send the
notice required under Rule 104 of Regulation BTR until August 20, 2020. Now that
the expected dates of the SOX blackout period have been determined, the Company
has provided the Covered Persons with the requisite notice under Rule
104(b)(2)(ii) of Regulation BTR.
If the Covered Persons have any questions pertaining to the notice or the SOX
blackout period, they were directed to contact Renee L. Wilm or Katherine C.
Jewell in the Legal Department of the Company by telephone at 720-875-5300 or by
mail at 12300 Liberty Boulevard, Englewood, CO 80112.
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