SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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*
Brand William C

(Last) (First) (Middle)
C/O HSN, INC.
1 HSN DRIVE

(Street)
ST. PETERSBURG FL 33729

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/07/2013
3. Issuer Name and Ticker or Trading Symbol
HSN, Inc. [ HSNI ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Marketing Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share 35,349 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units 02/09/2014 (1) Common Stock, par value $0.01 per share 2,734 $0 D
Restricted Stock Units 02/21/2015 (2) Common Stock, par value $0.01 per share 2,557 $0 D
Restricted Stock Units 02/12/2016 (3) Common Stock, par value $0.01 per share 1,771 $0 D
Options to Purchase Common Stock 08/21/2008 01/31/2018 Common Stock, par value $0.01 per share 10,468 $16.46 D
Stock Appreciation Rights 12/22/2010 12/22/2018 Common Stock, par value $0.01 per share 11,250 $5.76 D
Stock Appreciation Rights 02/25/2010 02/25/2019 Common Stock, par value $0.01 per share 7,065 $4.24 D
Stock Appreciation Rights 02/23/2011 02/23/2020 Common Stock, par value $0.01 per share 12,333 $19.99 D
Stock Appreciation Rights 02/09/2012(4) 02/09/2021 Common Stock, par value $0.01 per share 12,462 $29.72 D
Stock Appreciation Rights 02/21/2013(5) 02/21/2022 Common Stock, par value $0.01 per share 13,906 $35.63 D
Stock Appreciation Rights 02/12/2014(6) 02/12/2023 Common Stock, par value $0.01 per share 9,284 $59.3 D
Explanation of Responses:
1. All of such Restricted Stock Units ("RSUs") vest on February 9, 2014. Shares of common stock will be delivered shortly after vesting.
2. All of such RSUs vest on February 21, 2015. Shares of common stock will be delivered shortly after vesting
3. All of such RSUs vest on February 12, 2016. Shares of common stock will be delivered shortly after vesting
4. Of the 12,462 Stock Appreciation Rights ("SARs"), 8,307 are currently exercisable and the balance will vest on on February 9, 2014.
5. Of the 13,906 SARs, 4,635 are currently exercisable and the balance will vest equally over a two year period beginning on February 21, 2014.
6. The SARs vest equally over a three year period beginning on February 12, 2014.
/s/ Linda C. Frazier, as attorney-in-fact 03/15/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: 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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