Research Circular #RS DATE: August 9, 2012 Permit Holders FROM: Scott Speer
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1 Research Circular DATE: August 9, 2012 TO: Permit Holders FROM: Scott Speer RE: Liberty Interactive Corporation ("LINTA") Distribution of Shares of Liberty Ventures Series A ("LVNTA") and Distribution of Rights ("LVNAR") Effective Date: August 10, 2012 Liberty Interactive Corporation ("LINTA") has announced a distribution of 0.05 Series A Liberty Ventures Common Stock ("LVNTA") for each LINTA share held and 1/3 of a Series A Liberty Ventures right ("LVNAR") for each share of LVNTA received in the distribution. Note the Rights distribution is being made to LINTA shareholders but is based on the number of Liberty Ventures Series A Common Shares distributed. The Rights will allow purchase shares of Series A Liberty Ventures Common Stock. The record date and mail date is August 9, The ex-distribution date will be Friday, August 10, As stated in the LINTA Proxy Statement/Prospectus, the Rights offering is expected to commence after the 20th day of regular-way trading in Series A Liberty Ventures Common Stock ("LVNTA"). Liberty Ventures Rights are anticipated to begin trading "regular way" on NASDAQ Global Select under the symbol "LVNAR" after the Rights offering commences. THE FOREGOING IS AN UNOFFICIAL SUMMARY OF THE TERMS OF THE DISTRIBUTION, PREPARED BY CBOE FOR THE CONVENIENCE OF ITS PERMIT HOLDERS. CBOE ACCEPTS NO RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF THE SUMMARY. PERMIT HOLDERS SHOULD REFER TO THE REGISTRATION STATEMENT DATED JUNE 29, 2012, FOR THE AUTHORITATIVE DESCRIPTION OF THE DISTRIBUTION AND ALL OF ITS TERMS AND CONDITIONS. Contract Adjustments Pursuant to Article VI, Section 11, of OCC's By-Laws, all outstanding LINTA options shall be adjusted as follows. On Friday, August 10, 2012, each adjusted Liberty Interactive Corporation contract will require the receipt or delivery of: (A) 100 shares of Liberty Interactive Corporation ("LINTA") Common Stock, plus (B) 5 shares of Liberty Ventures Series A ("LVNTA") Common Stock; plus (C) 2 Rights of Liberty Ventures Series A ("LVNAR"). Premiums for the adjusted Liberty Interactive Corporation options will continue to be calculated on the basis of a multiplier of 100, i.e., for premium and strikeprice extensions, 1.00 will equal $100. The Liberty Interactive Corporation option symbol will change to LINT1. [Any FLEX series that may exist will be adjusted in a similar manner to the standardized option.] Adjusted Option Symbols On Friday, August 10, 2012, trading in the LINTA option series will be on an adjusted basis. At 8:30 A.M., Chicago time, the following symbol adjustments to the options will be effected:
2 Page 2 LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P
3 Page 3 LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P
4 Page 4 LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P 2014 LEAPS LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P LINTA C/P => LINT C/P Settlement The OCC will delay settlement of LINT1 exercise and assignment activity until the Rights begin trading on NASDAQ. New Unadjusted Series To facilitate the maintenance of a fair and orderly market in Liberty Interactive Corporation, new LINTA series with a contract unit of 100 shares will be introduced on Monday, August 13, The LINTA series will be added for September, October, January, and April expirations at exercise prices nearest the money. Also, new LINTA LEAP series with a contract unit of 100 shares will be introduced on August 13, 2012, for the January 2014 expiration at exercise prices nearest the money. Further Contract Adjustment When the Rights expire, adjusted LINT1 options will be further adjusted to no longer call for the delivery of the Rights. No adjustment will be made to the adjusted contracts to compensate for any in-the-money value the LVNAR Rights may have at the time of their expiration. GTC Order Conversion On Thursday, August 9, 2012, immediately after the CBOE close, the system will convert or cancel all resting orders in the LINTA order book. If your firm has requested, all booked orders (phone, wire, and electronic) and all ORS orders residing outside the book (booth or crowd routed) will be converted reflecting the adjustments. If your firm has requested, all booked orders and ORS orders residing outside of the book will be canceled. If your firm receives CXL drops, the CXL confirms will print at your booth at 3:15 p.m. ORS CXLs will also be transmitted electronically to your branches. A report will be available at the Help Desk listing the orders that are converted or canceled. If converted, this list will also show how the new orders will be adjusted. This report will be available on request anytime during the day prior to the night of the adjustment.
5 Page 5 SPECIAL RISKS LINTA Call Holders/Put Writers As a result of the adjustment described above, the Rights will be part of the adjusted LINT1 options deliverable, but only until the Rights expire. When the Rights expire, they will become worthless and any value the Rights had will be lost. As a result, holders of in-the-money calls may be disadvantaged unless they exercise in sufficient time to obtain the Rights. After the Rights expire, holders of short put positions who are assigned will be required to purchase LINTA stock whose value may have been substantially diminished by the Rights distribution. Uncovered Short Obligations Holders of assigned calls or exercised puts who do not possess the underlying security at the time of assignment or exercise are subject to special risk. Suspension of trading of the underlying security, inability to borrow the security, or similar events may preclude the possibility of effecting timely delivery, thereby exposing persons with an obligation to deliver to liability if timely delivery is not effected. Questions regarding this memo can be addressed to Options Industry Services at OPTIONS ( ). CBOE contract adjustment memos can also be accessed from CBOE.com at the following web address:
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