SEC Form 4 · accession 0001209191-18-001022
HSN, Inc. · HSNI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William Costello
Director
Period of report
Dec 29, 2017
Accepted (ET)
Jan 3, 2018 · 5:02 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001434729
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per shareF1,F2 | Dec 29, 2017 | A | 485 | $40.35 | A | 58,616 | D | |
| Common Stock, par value $0.01 per shareF2,F3 | Dec 29, 2017 | D | 58,616 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Deferred Stock UnitsF4,F5 | — | Dec 29, 2017 | D | 19,843 | D | — | — | Common Stock, par value $0.01 per share | 19,843 | 0 | D |
Explanation of responses
- F1Represents Deferred Share Units accrued for the period ended December 29, 2017, under the Amended and Restated Deferred Compensation Plan for Non-Employee Directors. Each Deferred Share Unit represents a contingent right to receive one share of common stock.
- F2Represents (i) 35,882 shares of common stock and (ii) 22,734 Deferred Share Units.
- F3Per the terms of the Agreement and Plan of Merger, dated as of July 5, 2017, by and among HSN, Inc., a Delaware corporation ("HSNI"), Liberty Interactive Corporation, a Delaware corporation, and Liberty Horizon, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Liberty Interactive (the "Merger Agreement"), each share of HSNI common stock was converted to 1.65 shares of Liberty Interactive Series A QVC Group common stock ("Liberty QVCA common stock") rounded down to the nearest number of whole shares with any fractional shares being paid out in cash based on the market closing price of Liberty QVCA common stock on December 29, 2017.
- F4Each Deferred Stock Unit ("DSU") is the economic equivalent of one share of HSNI common stock. Per the terms of the Merger Agreement, each DSU was converted into 1.65 shares of Liberty QVCA common stock.
- F5Upon the occurrence of the later of (i) the effective time of the Merger Agreement and (ii) the individual's separation from service, each unvested DSU became fully vested.