SEC Form 4/A · accession 0001209191-18-002426
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
Rod R Little
Officer — Chief Financial Officer
Period of report
Dec 29, 2017
Accepted (ET)
Jan 5, 2018 · 3:58 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,F2 | — | Dec 29, 2017 | D | 47,370 | D | — | — | Common Stock, par value $0.01 per share | 47,370 | 0 | D |
| Share Appreciation RightF3,F4 | $38.80 | Dec 29, 2017 | D | 63,349 | D | Feb 23, 2018 | Feb 23, 2027 | Common Stock, par value $0.01 per share | 63,349 | 0 | D |
Explanation of responses
- F1Each Restricted Stock Unit ("RSU") is the economic equivalent of one share of HSNI common stock. Per the terms of the Agreement and Plan of Merger, dated as of July 5, 2017, by and among HSN, Inc., a Delaware corporation, 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 RSU was converted into an RSU equivalent to 1.65 shares of Liberty Interactive Series A QVC Group common stock ("Liberty QVCA common stock") and rounded to the nearest whole share.
- F2Per 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.
- F3Per 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.
- F4Per 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.