Statement of Changes in Beneficial Ownership (4)
2018年1月4日 - 7:23AM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Liberty Interactive Corp
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2. Issuer Name
and
Ticker or Trading Symbol
HSN, Inc.
[
HSNI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
12300 LIBERTY BOULEVARD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/29/2017
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(Street)
ENGLEWOOD, CO 80112
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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12/29/2017
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P
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32458932
(1)
(2)
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A
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(1)
(2)
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0
(1)
(2)
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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On December 29, 2017, pursuant to the terms of the Agreement and Plan of Merger, dated as of July 5, 2017 (the "Merger Agreement"), by and among the reporting person, Liberty Horizon, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the reporting person ("Merger Sub"), and HSN, Inc., a Delaware corporation ("HSNi"), all outstanding shares of common stock, par value $0.01 per share, of HSNi (the "HSNi common stock") (other than shares held by the reporting person or its wholly owned subsidiaries as further described below) were cancelled in the merger of Merger Sub with and into HSNi (the "Merger"), with HSNi continuing as the surviving corporation in the Merger (the "Surviving Corporation"). As a result of the Merger, HSNi became a wholly owned subsidiary of the reporting person.
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(2)
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Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, (i) each share of HSNi common stock (other than shares held by HSNi as treasury stock and shares held by the reporting person or its wholly owned subsidiaries) was converted into 1.65 shares (the "Exchange Ratio") of the reporting person's Series A QVC Group common stock, par value $0.01 per share ("QVCA"), with cash paid in lieu of fractional shares, (ii) each share of HSNi common stock held by HSNi as treasury stock was cancelled and ceased to exist, and (iii) each share of HSNi common stock held by the reporting person or its wholly owned subsidiaries was converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation. The Exchange Ratio equated to total consideration of $40.29 per share of HSNi common stock, based on the closing price of QVCA on December 29, 2017.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Liberty Interactive Corp
12300 LIBERTY BOULEVARD
ENGLEWOOD, CO 80112
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X
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Signatures
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Liberty Interactive Corporation By: /s/ Craig Troyer Title: Senior Vice President, Deputy General Counsel and Assistant Secretary
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1/3/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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