SEC Form 4 · accession 0001209191-16-099828
HSN, Inc. · HSNI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gregory J Henchel
Officer — Chief Legal Officer, Secretary
Period of report
Feb 16, 2016
Accepted (ET)
Feb 18, 2016 · 4:02 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation RightsF1 | $44.86 | Feb 16, 2016 | A | 31,191 | A | — | Feb 16, 2026 | Common Stock, par value $0.01 per share | 31,191 | 31,191 | D |
| Restricted Stock UnitsF2,F3 | — | Feb 16, 2016 | A | 2,542 | A | — | — | Common Stock, par value $0.01 per share | 2,542 | 2,542 | D |
| Performance Share UnitsF4 | — | Feb 16, 2016 | A | 4,218 | A | — | — | Common Stock, par value $0.01 per share | — | 4,218 | D |
Explanation of responses
- F1The Stock Appreciation Rights vest annually, in equal installments, over a three-year period beginning on February 16, 2017.
- F2Each Restricted Stock Unit represents a contingent right to receive one share of HSN, Inc. common stock.
- F3All of such Restricted Stock Units vest on February 16, 2019. Shares will be delivered on a one-for-one basis.
- F4The number of performance share units("PSUs") reported represents the "target" number of PSUs. Each PSU represents a contingent right to receive 0-200% of that number in shares of HSN, Inc. common stock. The PSUs vest upon continued employment and achievement of specified thresholds of total shareholder return (TSR) compared to certain peers measured on December 31, 2018, as set forth in the award agreement. The award vests after the performance results are certified by the Compensation and Human Resources Committee.