SEC FORM 4

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^*

Liberty Interactive Corp

(Last)

(First)

(Middle)

12300 LIBERTY BOULEVARD

(Street)

ENGLEWOOD

80112

(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	X	10% Owner
Officer (give title below)		Other (specify below)

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	12/29/2017		P		32,458,932⁽¹⁾⁽²⁾	A	⁽¹⁾⁽²⁾	0⁽¹⁾⁽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)

Explanation of Responses:

1. On December 29, 2017, pursuant to the terms of the Agreement and Plan of Merger, dated as of July 5, 2017 (the "Merger Agreement"), by and among the reporting person, Liberty Horizon, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the reporting person ("Merger Sub"), and HSN, Inc., a Delaware corporation ("HSNi"), all outstanding shares of common stock, par value $0.01 per share, of HSNi (the "HSNi common stock") (other than shares held by the reporting person or its wholly owned subsidiaries as further described below) were cancelled in the merger of Merger Sub with and into HSNi (the "Merger"), with HSNi continuing as the surviving corporation in the Merger (the "Surviving Corporation"). As a result of the Merger, HSNi became a wholly owned subsidiary of the reporting person.

2. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, (i) each share of HSNi common stock (other than shares held by HSNi as treasury stock and shares held by the reporting person or its wholly owned subsidiaries) was converted into 1.65 shares (the "Exchange Ratio") of the reporting person's Series A QVC Group common stock, par value $0.01 per share ("QVCA"), with cash paid in lieu of fractional shares, (ii) each share of HSNi common stock held by HSNi as treasury stock was cancelled and ceased to exist, and (iii) each share of HSNi common stock held by the reporting person or its wholly owned subsidiaries was converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation. The Exchange Ratio equated to total consideration of $40.29 per share of HSNi common stock, based on the closing price of QVCA on December 29, 2017.

	Liberty Interactive Corporation By: /s/ Craig Troyer Title: Senior Vice President, Deputy General Counsel and Assistant Secretary	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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