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Filing Details

Accession Number:
0001104659-18-000589
Form Type:
4
Zero Holdings:
No
Publication Time:
2018-01-03 17:21:37
Reporting Period:
2017-12-29
Accepted Time:
2018-01-03 17:21:37
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1434729 Hsn Inc. HSNI Retail-Catalog & Mail-Order Houses (5961) 1231
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1355096 Liberty Interactive Corp 12300 Liberty Boulevard
Englewood CO 80112
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2017-12-29 32,458,932 $0.00 0 No 4 P Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Direct
Footnotes
  1. 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.
  2. 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.