SEC Form 4 · accession 0001209191-15-017487
HSN, Inc. · HSNI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Judy Schmeling
Officer — CFO & COO
Period of report
Feb 19, 2015
Accepted (ET)
Feb 23, 2015 · 9:04 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001434729
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1 | $0.00 | Feb 19, 2015 | A | 1,417 | A | — | — | Common Stock, par value $0.01 per share | 1,417 | 14,407 | D |
| Options to Purchase Common StockF2 | $14.32 | Feb 19, 2015 | A | 10,712 | A | Jan 31, 2009 | Jan 31, 2018 | Common Stock, par value $0.01 per share | 10,712 | 10,712 | D |
| Stock Appreciation RightsF3 | $17.39 | Feb 19, 2015 | A | 30,570 | A | Feb 23, 2011 | Feb 23, 2020 | Common Stock, par value $0.01 per share | 30,570 | 30,570 | D |
| Stock Appreciation RightsF4 | $25.86 | Feb 19, 2015 | A | 20,594 | A | Feb 9, 2012 | Feb 9, 2021 | Common Stock,par value $0.01 per share | 20,594 | 20,594 | D |
| Stock Appreciation RightsF5 | $31.00 | Feb 19, 2015 | A | 23,092 | A | Feb 21, 2013 | Feb 21, 2022 | Common Stock,par value $0.01 per share | 23,092 | 23,092 | D |
| Stock Appreciation RightsF6 | $51.58 | Feb 19, 2015 | A | 15,858 | A | Feb 12, 2014 | Feb 12, 2023 | Common Stock,par value $0.01 per share | 15,858 | 15,858 | D |
| Stock Appreciation RightsF7 | $47.72 | Feb 19, 2015 | A | 25,464 | A | Feb 12, 2015 | Feb 12, 2024 | Common Stock, par value $0.01 per share | 25,464 | 25,464 | D |
Explanation of responses
- F1The rights accrued when and as the cash dividends were reinvested in securities and are exercisable and expire on the same terms as the securities to which they relate.
- F2On February 19, 2015, the Company paid a special cash dividend of $10.00 per share. This option to purchase common stock was previously reported as an option covering 9,318 shares at an exercise price of $16.46 per share and has been adjusted with a lower exercise price and an increased number of options, in connection with the a special cash dividend of $10.00 per share paid on February 19, 2015. The number of outstanding options was increased by a factor of 1.1497, and the exercise price was reduced by dividing the price by that same factor. The adjustment was required under the governing plan documents.
- F3On February 19, 2015, the Company paid a special cash dividend of $10.00 per share. This Stock Apprection Right ("SAR") was previously reported as a SAR covering 26,590 shares at an exercise price of $19.99 per share and has been adjusted with a lower exercise price and an increased number of SARs, in connection with the a special cash dividend of $10.00 per share paid on February 19, 2015. The number of outstanding SARs was increased by a factor of 1.1497, and the exercise price was reduced by dividing the price by that same factor. The adjustment was required under the governing plan documents.
- F4On February 19, 2015, the Company paid a special cash dividend of $10.00 per share. This Stock Apprection Right ("SAR") was previously reported as a SAR covering 17,913 shares at an exercise price of $29.72 per share and has been adjusted with a lower exercise price and an increased number of SARs, in connection with the a special cash dividend of $10.00 per share paid on February 19, 2015. The number of outstanding SARs was increased by a factor of 1.1497, and the exercise price was reduced by dividing the price by that same factor. The adjustment was required under the governing plan documents.
- F5On February 19, 2015, the Company paid a special cash dividend of $10.00 per share. This Stock Apprection Right ("SAR") was previously reported as a SAR covering 20,086 shares at an exercise price of $35.63 per share and has been adjusted with a lower exercise price and an increased number of SARs, in connection with the a special cash dividend of $10.00 per share paid on February 19, 2015. The number of outstanding SARs was increased by a factor of 1.1497, and the exercise price was reduced by dividing the price by that same factor. The adjustment was required under the governing plan documents.
- F6On February 19, 2015, the Company paid a special cash dividend of $10.00 per share. This Stock Apprection Right ("SAR") was previously reported as a SAR covering 13,794 shares at an exercise price of $59.30 per share and has been adjusted with a lower exercise price and an increased number of SARs, in connection with the a special cash dividend of $10.00 per share paid on February 19, 2015. The number of outstanding SARs was increased by a factor of 1.1497, and the exercise price was reduced by dividing the price by that same factor. The adjustment was required under the governing plan documents. The SAR continues to vest in three annual installments.
- F7On February 19, 2015, the Company paid a special cash dividend of $10.00 per share. This Stock Apprection Right ("SAR") was previously reported as a SAR covering 22,149 shares at an exercise price of $54.86 per share and has been adjusted with a lower exercise price and an increased number of SARs, in connection with the a special cash dividend of $10.00 per share paid on February 19, 2015. The number of outstanding SARs was increased by a factor of 1.1497, and the exercise price was reduced by dividing the price by that same factor. The adjustment was required under the governing plan documents. The SAR continues to vest in three annual installments.