SEC Form 4 · accession 0001104659-18-000589

HSN, Inc. · HSNI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1On 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.
• F2Pursuant 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.