SEC Form 4/A · accession 0001209191-18-002422
HSN, Inc. · HSNI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
William C Brand
Officer — President, HSN & CMO, HSNi
Period of report
Dec 29, 2017
Accepted (ET)
Jan 5, 2018 · 3:56 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 | Dec 29, 2017 | D | 40,297 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F3 | — | Dec 29, 2017 | D | 13,168 | D | — | — | Common Stock, par value $0.01 per share | 13,168 | 0 | D |
| Share Appreciation RightF4,F5 | $5.02 | Dec 29, 2017 | D | 12,934 | D | Dec 22, 2009 | Dec 22, 2018 | Common Stock, par value $0.01 per share | 12,934 | 0 | D |
| Share Appreciation RightF4,F5 | $3.69 | Dec 29, 2017 | D | 8,122 | D | Feb 25, 2010 | Feb 25, 2019 | Common Stock, par value $0.01 per share | 8,122 | 0 | D |
| Share Appreciation RightF4,F5 | $17.39 | Dec 29, 2017 | D | 14,179 | D | Feb 23, 2011 | Feb 23, 2020 | Common Stock, par value $0.01 per share | 14,179 | 0 | D |
| Share Appreciation RightF4,F5 | $25.86 | Dec 29, 2017 | D | 14,327 | D | Feb 9, 2012 | Feb 9, 2021 | Common Stock, par value $0.01 per share | 14,327 | 0 | D |
| Share Appreciation RightF4,F5 | $31.00 | Dec 29, 2017 | D | 15,987 | D | Feb 21, 2013 | Feb 21, 2022 | Common Stock, par value $0.01 per share | 15,987 | 0 | D |
| Share Appreciation RightF4,F5 | $51.58 | Dec 29, 2017 | D | 10,673 | D | Feb 12, 2014 | Feb 12, 2023 | Common Stock, par value $0.01 per share | 10,673 | 0 | D |
| Share Appreciation RightF4,F5 | $47.72 | Dec 29, 2017 | D | 19,098 | D | Feb 12, 2015 | Feb 12, 2024 | Common Stock, par value $0.01 per share | 19,098 | 0 | D |
| Share Appreciation RightF4,F5 | $51.38 | Dec 29, 2017 | D | 22,347 | D | Jul 7, 2015 | Jul 7, 2024 | Common Stock, par value $0.01 per share | 22,347 | 0 | D |
| Share Appreciation RightF4,F5 | $65.24 | Dec 29, 2017 | D | 28,572 | D | Feb 10, 2016 | Feb 10, 2025 | Common Stock, par value $0.01 per share | 28,572 | 0 | D |
| Share Appreciation RightF4,F5 | $44.86 | Dec 29, 2017 | D | 53,352 | D | Feb 16, 2017 | Feb 16, 2026 | Common Stock, par value $0.01 per share | 53,352 | 0 | D |
| Share Appreciation RightF4,F5 | $38.80 | Dec 29, 2017 | D | 58,824 | D | Feb 23, 2018 | Feb 23, 2027 | Common Stock, par value $0.01 per share | 58,824 | 0 | D |
Explanation of responses
- F1Per 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.
- F2Each Restricted Stock Unit ("RSU") is the economic equivalent of one share of HSNI common stock. Per the terms of the Merger Agreement, each RSU was converted into an RSU equivalent to 1.65 shares of Liberty QVCA common stock and rounded to the nearest whole share.
- F3Per the terms of the award agreement, upon the occurrence of the later of (i) the effective time of the Merger Agreement and (ii) the individual's separation from service, each unvested RSU becomes fully vested.
- F4Per the terms of the Merger Agreement, the Share Appreciation Right ("SAR") was converted into a SAR for shares of Liberty QVCA common stock by multiplying the number of shares in Table II, Column 7 by 1.65 (rounded down to the nearest number of whole shares) at an exercise price per share equal to the exercise price in Table II, Column 2 divided by 1.65 and rounded up to the nearest whole cent.
- F5Per the terms of the award agreement: (i) to the extent unvested, during the one year period following a change in control the award will vest upon the participant's separation from service (other than for cause), and (ii) after a separation from service during the one year period following a change in control, the SAR expires on the earlier of (a) the original expiration date of the SAR or (b) the later of (x) one year after the change in control or (y) the applicable time period set forth in Section 5(i) of the HSNI Second Amended and Restated 2008 Stock and Annual Incentive Plan.