Victoria J Kincke Form 4 Interval Leisure / VICTORIA J KINCKE ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KINCKE VICTORIA J

(Last) (First) (Middle)

6262 SUNSET DRIVE

(Street)

MIAMI FL 33143

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Interval Leisure Group, Inc. [ IILG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP & General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Retricted Stock Units	$0	12/16/2015		A		20		(1)	(1)	Common stock	20	$0	2,715(2)	D
Retricted Stock Units	$0	12/16/2015		A		27		(1)	(1)	Common stock	27	$0	3,531(3)	D
Restricted Stock Units	$0	12/16/2015		A		78		(1)	(1)	Common stock	78	$0	10,456(4)	D
Restricted Stock Units	$0	12/16/2015		A		33		(1)	(1)	Common stock	33	$0	4,349(5)	D
Restricted Stock Units	$0	12/16/2015		A		47		(1)	(1)	Common Stock	47	$0	6,369(6)	D

Explanation of Responses:

1. The rights accrued when and as cash dividends were reinvested in securities and vest on the same terms as the RSUs to which they relate with vested shares delivered shortly after vesting.

2. Represents 2,695 RSUs originally granted on March 6, 2012 plus prior dividends and 20 RSUs issued effective December 16, 2015 in connection with the company's cash dividend.

3. Represents 3,504 RSUs originally granted on February 26, 2013 plus prior dividends and 27 RSUs issued effective December 16, 2015 in connection with the company's cash dividend.

4. Represents 10,378 leadership RSUs originally granted on February 26, 2013 plus prior dividends and 78 RSUs issued effective December 16, 2015 in connection with the company's cash dividend.

5. Represents 4,316 RSUs originally granted on February 25,2014 plus prior dividends and 33 RSUs issued effective December 16, 2015 in connection with the company's cash dividend.

6. Represents 6,322 RSUs originally granted on February 24, 2015 plus prior dividends and 47 RSUs issued effective December 16, 2015 in connection with the company's cash dividend.

	/s/ Victoria J. Kincke	12/18/2015
	** 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.
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