QURATE RETAIL, INC. : Unregistered Sale of Equity Securities (form 8-K)
March 29, 2022 at 04:28 pm
Share
Item 3.02. Unregistered Sales of Equity Securities.
Pursuant to the terms of the previously disclosed Stock Exchange Agreement,
dated as of June 3, 2021 (the "Maffei Stock Exchange Agreement"), by and between
Gregory B. Maffei ("Mr. Maffei") and Qurate Retail, Inc. ("Qurate Retail"), on
March 25, 2022, Mr. Maffei transferred to Qurate Retail an aggregate of 229,022
shares of Series A common stock of Qurate Retail received by Mr. Maffei upon
vesting of the performance-based restricted stock unit award granted to Mr.
Maffei on March 10, 2021 and in exchange, Qurate Retail issued to Mr. Maffei an
equivalent number of shares of Series B common stock of Qurate Retail
(collectively, the "Exchange"). The shares of Series B common stock issued by
Qurate Retail to Mr. Maffei pursuant to the Maffei Stock Exchange Agreement were
not registered under the Securities Act of 1933, as amended, in reliance on the
exemption from registration under Section 4(a)(2) of the Securities Act of 1933,
as amended. Each share of Qurate Retail's Series B common stock is convertible,
at the option of the holder into one share of Qurate Retail's Series A common
stock.
Qurate Retail, Inc. owns controlling and non-controlling interests in a range of video and online commerce companies. It operates through its subsidiaries, QVC, Inc. (QVC), which includes, HSN, Inc. (HSN) and Cornerstone Brands, Inc. (CBI). The Companyâs segments include QxH, QVC and CBI. QxH segment markets and sells a variety of consumer products in the United States, primarily by means of its televised shopping programs and via the Internet through their websites and mobile applications. QVC International segment markets and sells a variety of consumer products in several foreign countries, primarily by means of its televised shopping programs and via the Internet through its international websites and mobile applications. CBI segment consists of a portfolio of aspirational home and apparel brands in the United States, which sells merchandise through brick-and-mortar retail locations, as well as via the Internet through their websites.