SEC Form 4 · accession 0001209191-16-156508
HSN, Inc. · HSNI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Maria D. Martinez
Officer — Chief Human Resources Officer
Period of report
Dec 20, 2016
Accepted (ET)
Dec 22, 2016 · 4:22 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restriced Stock UnitsF1 | — | Dec 20, 2016 | A | 42 | A | — | — | Common Stock, par value $0.01 per share | 42 | 4,480 | D |
| Performance Share UnitsF2 | — | Dec 20, 2016 | A | 29 | A | — | — | Common Stock, par value $0.01 per share | 29 | 3,070 | D |
Explanation of responses
- F1Each Restricted Stock Unit ("RSU") is the economic equivalent of one share of common stock. The rights accrued when and as the cash dividends were reinvested in securities. They vest or expire on the same terms as the securities to which they relate.
- F2Dividend equivalents on outstanding performance units awards. They vest or expire on the same terms as the PSU award to which they relate. The number of performance share units("PSUs") reported represents the "target" number of PSUs including dividend equivalents to date. 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.