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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units (2) | $ 0 | 08/20/2008 | J | 27,980 | (3) | (3) | Common Stock, par value $0.01 | 27,980 | $ 0 | 27,980 | D | ||||
Restricted Stock Units (2) | $ 0 | 08/20/2008 | J | 30,653 | (4) | (4) | Common Stock, par value $0.01 | 30,653 | $ 0 | 30,653 | D | ||||
Restricted Stock Units (2) | $ 0 | 08/20/2008 | J | 7,512 | (5) | (5) | Common Stock, par value $0.01 | 7,512 | $ 0 | 7,512 | D | ||||
Restricted Stock Units (2) | $ 0 | 08/20/2008 | J | 69,786 | (6) | (6) | Common Stock, par value $0.01 | 69,786 | $ 0 | 69,786 | D | ||||
Employee Stock Options (7) | $ 16.48 | 08/20/2008 | J | 348,929 | (8) | 04/09/2012 | Common Stock, par value $0.01 | 348,929 | $ 0 | 348,929 | D | ||||
Employee Stock Options (7) | $ 30.46 | 08/20/2008 | J | 142,521 | (9) | 08/20/2012 | Common Stock, par value $0.01 | 142,521 | $ 0 | 142,521 | D | ||||
Employee Stock Options (7) | $ 37.58 | 08/20/2008 | J | 205,864 | (9) | 08/20/2012 | Common Stock, par value $0.01 | 205,864 | $ 0 | 205,864 | D | ||||
Employee Stock Options (7) | $ 44.71 | 08/20/2008 | J | 370,555 | (9) | 08/20/2012 | Common Stock, par value $0.01 | 370,555 | $ 0 | 370,555 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GROSSMAN MINDY F 1 HSN DRIVE ST. PETERSBURG, FL 33729 |
X | CEO |
/s/ Linda C. Frazier, as Attorney-in-Fact for Mindy Grossman | 11/11/2008 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Reflects the acquisition of common stock, par value $0.01, of HSN, Inc. ("HSN") in connection with the spin-off by IAC/InterActive Corp ("IAC") of HSN, which was completed following the close of the market on August 20, 2008. The distribution of HSN common stock was effected by way of a dividend, pursuant to which holders of IAC common stock on August 11, 2008 received one-fifth of one share of HSN common stock for each share of IAC common stock then held. |
(2) | Reflects the receipt of HSN restricted stock units ("RSUs") under HSN's 2008 Stock and Annual Incentive Plan in respect of previously granted IAC RSUs in connection with the Spin-Off, with adjustments (to maintain pre- and post- spin-off values) to the number of shares of common stock underlying such RSU, to reflect the Spin-Off and Reverse Stock Split. These previously granted RSUs have the same vesting and other applicable terms and conditions as they did immediately prior to the Spin-off and Reverse Stock Split. |
(3) | Of which 9,326 shares vest on each of May 1, 2009, May 1, 2010 and May 1, 2011. |
(4) | All of which vest on May 1, 2011. |
(5) | All of which vest on February 16, 2010. |
(6) | All of which vest on April 9, 2012. |
(7) | Represents previously granted stock options, with adjustments (to maintain pre- and post-spin-off values) to the number of shares of common stock underlying such stock options and the per share exercise price to reflect the Spin-Off and Reverse Stock Split. These previously granted stock options have the same vesting and other applicable terms and conditions as they did immediately prior to the Spin-off and the Reverse Stock Split. |
(8) | The options vest in four equal annual installments beginning on April 9, 2009. |
(9) | The options vest in four equal annual installments beginning on August 20, 2009. |