Schmeling Judy Form 4 HSN / JUDY SCHMELING 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^*

SCHMELING JUDY

(Last)

(First)

(Middle)

C/O HSN, INC.

1 HSN DRIVE

(Street)

ST.PETERSBURG

33729

(City)

(State)

(Zip)

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)
Pres. Cornerstone, COO HSNi

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2017

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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		51,661.458⁽¹⁾	D	⁽²⁾	0⁽²⁾	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	12/29/2017		D			16,934.561⁽³⁾	⁽⁴⁾	⁽⁴⁾	Common Stock, par value $0.01 per share	16,934.561⁽³⁾	⁽³⁾	0⁽³⁾	D
Share Appreciation Right	$17.39⁽⁵⁾	12/29/2017		D			10,570⁽⁵⁾	02/23/2011⁽⁶⁾	02/23/2020⁽⁶⁾	Common Stock, par value $0.01 per share	10,570⁽⁵⁾	⁽⁵⁾	0⁽⁵⁾	D
Share Appreciation Right	$25.86⁽⁵⁾	12/29/2017		D			20,594⁽⁵⁾	02/09/2012⁽⁶⁾	02/09/2021⁽⁶⁾	Common Stock, par value $0.01 per share	20,594⁽⁵⁾	⁽⁵⁾	0⁽⁵⁾	D
Share Appreciation Right	$31⁽⁵⁾	12/29/2017		D			23,092⁽⁵⁾	02/21/2013⁽⁶⁾	02/21/2022⁽⁶⁾	Common Stock, par value $0.01 per share	23,092⁽⁵⁾	⁽⁵⁾	0⁽²⁾	D
Share Appreciation Right	$51.58⁽⁵⁾	12/29/2017		D			15,858⁽⁵⁾	02/12/2014⁽⁶⁾	02/12/2023⁽⁶⁾	Common Stock, par value $0.01 per share	15,858⁽⁵⁾	⁽⁵⁾	0⁽²⁾	D
Share Appreciation Right	$47.72⁽⁵⁾	12/29/2017		D			25,464⁽⁵⁾	02/12/2015⁽⁶⁾	02/12/2024⁽⁶⁾	Common Stock, par value $0.01 per share	25,464⁽⁵⁾	⁽⁵⁾	0⁽⁵⁾	D
Share Appreciation Right	$65.24⁽⁵⁾	12/29/2017		D			32,000⁽⁵⁾	02/10/2016⁽⁶⁾	02/10/2025⁽⁶⁾	Common Stock, par value $0.01 per share	32,000⁽⁵⁾	⁽⁵⁾	0⁽⁵⁾	D
Share Appreciation Right	$44.86⁽⁵⁾	12/29/2017		D			59,754⁽⁵⁾	02/16/2017⁽⁶⁾	02/16/2026⁽⁶⁾	Common Stock, par value $0.01 per share	59,754⁽⁵⁾	⁽⁵⁾	0⁽⁵⁾	D
Share Appreciation Right	$38.8⁽⁵⁾	12/29/2017		D			90,498⁽⁵⁾	02/23/2018⁽⁶⁾	02/23/2027⁽⁶⁾	Common Stock, par value $0.01 per share	90,498⁽⁵⁾	⁽⁵⁾	0⁽⁵⁾	D

Explanation of Responses:

1. Amount of Securities reflects an adjustment of 20 shares as a result of an error previously reported on Form 4 filed on February 14, 2017.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

Remarks:

	/s/ Harold Herman, as attorney-in-fact	01/03/2018
	** 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).
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Schmeling Judy Form 4HSN / JUDY SCHMELING ownership change