Statement of Changes in Beneficial Ownership (4)

Customized watchlists with full streaming quotes from leading exchanges, such as NASDAQ, NYSE, AMEX, OTC Markets Small-Cap, LSE and more.

Get Started

Statement of Changes in Beneficial Ownership (4)

FORM 4 [ X ] 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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	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 ^* Brand William C	2. Issuer Name and Ticker or Trading Symbol HSN, Inc. [ HSNI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) President, HSN & CMO, HSNi
(Last) (First) (Middle) C/O HSN, INC., 1 HSN DRIVE	3. Date of Earliest Transaction (MM/DD/YYYY) 12/29/2017
(Street) ST. PETERSBURG, FL 33729 (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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	12/29/2017		D		40296.559 ⁽¹⁾	D	⁽¹⁾	0 ⁽¹⁾	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 Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. 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 Date		7. 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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	12/29/2017		D			13168.417 ⁽²⁾	⁽³⁾	⁽³⁾	Common Stock, par value $0.01 per share	13168.417 ⁽²⁾	⁽²⁾	0 ⁽²⁾	D
Share Appreciation Right	$5.02 ⁽⁴⁾	12/29/2017		D			12934 ⁽⁴⁾	12/22/2009 ⁽⁵⁾	12/22/2018 ⁽⁵⁾	Common Stock, par value $0.01 per share	12934 ⁽⁴⁾	⁽⁴⁾	0 ⁽⁴⁾	D
Share Appreciation Right	$3.69 ⁽⁴⁾	12/29/2017		D			8122 ⁽⁴⁾	2/25/2010 ⁽⁵⁾	2/25/2019 ⁽⁵⁾	Common Stock, par value $0.01 per share	8122 ⁽⁴⁾	⁽⁴⁾	0 ⁽⁴⁾	D
Share Appreciation Right	$17.39 ⁽⁴⁾	12/29/2017		D			14179 ⁽⁴⁾	2/23/2011 ⁽⁵⁾	2/23/2020 ⁽⁵⁾	Common Stock, par value $0.01 per share	14179 ⁽⁴⁾	⁽⁴⁾	0 ⁽⁴⁾	D
Share Appreciation Right	$25.86 ⁽⁴⁾	12/29/2017		D			14327 ⁽⁴⁾	2/9/2012 ⁽⁵⁾	2/9/2021 ⁽⁵⁾	Common Stock, par value $0.01 per share	14327 ⁽⁴⁾	⁽⁴⁾	0 ⁽⁴⁾	D
Share Appreciation Right	$31.00 ⁽⁴⁾	12/29/2017		D			15987 ⁽⁴⁾	2/21/2013 ⁽⁵⁾	2/21/2022 ⁽⁵⁾	Common Stock, par value $0.01 per share	15987 ⁽⁴⁾	⁽⁴⁾	0 ⁽⁴⁾	D
Share Appreciation Right	$51.58 ⁽⁴⁾	12/29/2017		D			10673 ⁽⁴⁾	2/12/2014 ⁽⁵⁾	2/12/2023 ⁽⁵⁾	Common Stock, par value $0.01 per share	10673 ⁽⁴⁾	⁽⁴⁾	0 ⁽⁴⁾	D
Share Appreciation Right	$47.72 ⁽⁴⁾	12/29/2017		D			19098 ⁽⁴⁾	2/12/2015 ⁽⁵⁾	2/12/2024 ⁽⁵⁾	Common Stock, par value $0.01 per share	19098 ⁽⁴⁾	⁽⁴⁾	0 ⁽⁴⁾	D
Share Appreciation Right	$51.38 ⁽⁴⁾	12/29/2017		D			22347 ⁽⁴⁾	7/7/2015 ⁽⁵⁾	7/7/2024 ⁽⁵⁾	Common Stock, par value $0.01 per share	22347 ⁽⁴⁾	⁽⁴⁾	0 ⁽⁴⁾	D
Share Appreciation Right	$65.24 ⁽⁴⁾	12/29/2017		D			28572 ⁽⁴⁾	2/10/2016 ⁽⁵⁾	2/10/2025 ⁽⁵⁾	Common Stock, par value $0.01 per share	28572 ⁽⁴⁾	⁽⁴⁾	0 ⁽⁴⁾	D
Share Appreciation Right	$44.86 ⁽⁴⁾	12/29/2017		D			53352 ⁽⁴⁾	2/16/2017 ⁽⁵⁾	2/16/2026 ⁽⁵⁾	Common Stock, par value $0.01 per share	53352 ⁽⁴⁾	⁽⁴⁾	0 ⁽⁴⁾	D
Share Appreciation Right	$38.80 ⁽⁴⁾	12/29/2017		D			58824 ⁽⁴⁾	2/23/2018 ⁽⁵⁾	2/23/2027 ⁽⁵⁾	Common Stock, par value $0.01 per share	58824 ⁽⁴⁾	⁽⁴⁾	0 ⁽⁴⁾	D

Explanation of Responses:
(1)	Per the terms of the Agreement and Plan of Merger, dated as of July 5, 2017, by and among HSN, Inc., a Delaware corporation ("HSNI"), Liberty Interactive Corporation, a Delaware corporation, and Liberty Horizon, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Liberty Interactive (the "Merger Agreement"), each share of HSNI common stock was converted to 1.65 shares of Liberty Interactive Series A QVC Group common stock ("Liberty QVCA common stock") rounded down to the nearest number of whole shares with any fractional shares being paid out in cash based on the market closing price of Liberty QVCA common stock on December 29, 2017.
(2)	Each Restricted Stock Unit ("RSU") is the economic equivalent of one share of HSNI common stock. Per the terms of the Merger Agreement, each RSU was converted into an RSU equivalent to 1.65 shares of Liberty QVCA common stock and rounded to the nearest whole share.
(3)	Per the terms of the award agreement, upon the occurrence of the later of (i) the effective time of the Merger Agreement and (ii) the individual's separation from service, each unvested RSU becomes fully vested.
(4)	Per the terms of the Merger Agreement, the Share Appreciation Right ("SAR") was converted into a SAR for shares of Liberty QVCA common stock by multiplying the number of shares in Table II, Column 7 by 1.65 (rounded down to the nearest number of whole shares) at an exercise price per share equal to the exercise price in Table II, Column 2 divided by 1.65 and rounded up to the nearest whole cent.
(5)	Per the terms of the award agreement: (i) to the extent unvested, the award will vest upon the occurrence of the later of (a) the effective time of the Merger Agreement and (b) the individual's separation from service, and (ii) after a change of control and separation from service, the SAR expires on the earlier of (c) the original expiration date of the SAR or (d) one year following the individual's separation from service.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Brand William C C/O HSN, INC. 1 HSN DRIVE ST. PETERSBURG, FL 33729			President, HSN & CMO, HSNi

Signatures
/s/ Harold Herman, as attorney-in-fact		1/3/2018
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Hsn, Inc. (NASDAQ:HSNI)
Historical Stock Chart
From Oct 2024 to Nov 2024

Click Here for more Hsn, Inc. Charts.

Hsn, Inc. (NASDAQ:HSNI)
Historical Stock Chart
From Nov 2023 to Nov 2024

Click Here for more Hsn, Inc. Charts.

{{bbMessage.M_Alias}} {{bbMessage.MSG_Date}} {{bbMessage.HowLongAgo}} {{bbMessage.MSG_ID}} {{bbMessage.MSG_Subject}}

Share on Facebook Share on Twitter Share on Email

Loading Messages....

See More Message Board Posts

Hsn, Inc. News

More Hsn, Inc. News Articles

Delayed Upgrade Clock