SEC Form 4 · accession 0001209191-15-017494
HSN, Inc. · HSNI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mindy F Grossman
Officer — CEO · Director
Period of report
Feb 19, 2015
Accepted (ET)
Feb 23, 2015 · 9:12 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 | 2,290 | A | — | — | Common Stock, par value $0.01 per share | 2,290 | 30,745 | D |
| Market Stock UnitsF2 | $0.00 | Feb 19, 2015 | A | 115,801 | A | — | Aug 5, 2018 | Common Stock, par value $0.01 per share | 115,801 | 115,801 | D |
| Options to Purchase Common StockF3 | $38.89 | Feb 19, 2015 | A | 426,027 | A | Aug 21, 2009 | Aug 21, 2018 | Common Stock, par value $0.01 per share | 42,607 | 426,027 | D |
| Options to Purchase Common StockF4 | $32.69 | Feb 19, 2015 | A | 236,681 | A | Aug 21, 2009 | Aug 21, 2018 | Common Stock, par value $0.01 per share | 236,681 | 236,681 | D |
| Options to Purchase Common StockF5 | $26.50 | Feb 19, 2015 | A | 163,856 | A | Aug 21, 2009 | Aug 21, 2018 | Common Stock, par value $0.01 per share | 163,856 | 163,856 | D |
| Stock Appreciation RightsF6 | $31.00 | Feb 19, 2015 | A | 266,453 | A | Feb 21, 2013 | Feb 21, 2022 | Common Stock, par value $0.01 per share | 266,453 | 266,453 | D |
| Appreciation RightsF7 | $59.30 | Feb 19, 2015 | A | 152,480 | A | Feb 12, 2014 | Feb 12, 2023 | Common Stock, par value $0.01 per share | 152,480 | 152,480 | D |
| Appreciation RightsF8 | $54.86 | Feb 19, 2015 | A | 127,323 | A | Feb 12, 2015 | Feb 12, 2024 | Common Stock, par value $0.01 per share | 127,323 | 127,323 | 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.
- F2The market leveraged restricted stock units, or market stock units ("MSUs") were granted pursuant to the company's Second Amended and Restated 2008 Stock and Annual Incentive Plan, as amended. One half of the MSUs shall be eligible to vest on each of the third and fifth anniversaries of the grant date. Originally 100,723 MSUs were granted with a "Grant Date Fair Market Value" of $59.57. The number of MSUs were increased and the Grant Date Fair Value was decreased as a result of the special cash dividend of $10.00 per share paid on February 19, 2015. The number of number of MSUs were increased by a factor of 1.1497 and the Grant Date Fair Market Value was reduced by dividing 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 option to purchase common stock was previously reported as an option covering 370,555 shares at an exercise price of $44.71 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.
- F4On 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 a option covering 205,864 shares at an exercise price of $37.58 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. The SAR continues to vest in three annual installments.
- F5On 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 142,521 shares at an exercise price of $30.46 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.
- 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 231,759 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.
- 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 132,626 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.
- F8On 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 110.745 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.