SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

STEIN AVY H

(Last)

(First)

(Middle)

6262 SUNSET DRIVE

(Street)

MIAMI

33143

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Interval Leisure Group, Inc. [ IILG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2015

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock	09/15/2015		A		117	A	$19.81	64,507⁽¹⁾	D
Common stock	09/16/2015		M		1,246	A	$0⁽⁶⁾	65,753⁽⁷⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0	09/15/2015		A		15		⁽²⁾	⁽²⁾	Common stock	15	$0	2,478⁽³⁾	D
Restricted Stock Units	$0	09/15/2015		A		7		⁽²⁾	⁽²⁾	Common Stock	7	$0	1,246⁽⁴⁾	D
Restricted Stock Units	$0	09/15/2015		A		29		⁽²⁾	⁽²⁾	Common stock	29	$0	4,804⁽⁵⁾	D
Restricted Stock Unit	$0	09/16/2015		M			1,246	09/16/2016	⁽²⁾	Common stock	1,246	$0	0	D

Explanation of Responses:

1. Includes (1) 45,064 shares held directly by the reporting person and (2) 19,443 share units accrued under the Non-Employee Director Deferred Compensation Plan, including 117 share units accrued in connection with the cash dividend declared by the company effective September 15, 2015.

2. The rights accrued when and as cash dividends were reinvested in securities and vest on the same terms as the RSUs to which they relate with vested shares delivered shortly after vesting.

3. Represents 2,463 RSUs originally granted on May 12, 2014 plus prior dividends and 15 RSUs issued effective September 15, 2015 in connection with the company's cash dividend.

4. Represents 1,239 RSUs originally granted on September 16, 2014 plus prior dividends and 7 RSUs issued effective September 15, 2015 in connection with the company's cash dividend.

5. Represents 4,775 RSUs originally granted on May 19, 2015 plus prior dividends and 29 RSUs issued effective September 15, 2015 in connection with the company's cash dividend.

6. Represents shares of common stock issued upon vesting of restricted stock units.

7. Includes (1) 46,310 shares held directly by the reporting person and (2) 19,443 share units accrued under the Non-Employee Director Deferred Compensation.

	/s/ Michele L. Keusch, attorney-in-fact	09/17/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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