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)
03/31/2015

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	03/31/2015		A		88	A	$26.21	59,456⁽¹⁾	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	03/31/2015		A		11		⁽²⁾	⁽²⁾	Common stock	11	$0	2,390⁽³⁾	D
Restricted Stock Units	$0	03/31/2015		A		22		⁽²⁾	⁽²⁾	Common stock	22	$0	4,899⁽⁴⁾	D
Restricted Stock Units	$0	03/31/2015		A		6		⁽²⁾	⁽²⁾	Common Stock	6	$0	1,233⁽⁵⁾	D

Explanation of Responses:

1. Includes (i) 40,226 shares held directly by the reporting person and (ii) 19,230 share units accrued under the Non-Employee Director Deferred Compensation Plan, including 88 shares accrued in connection with the cash dividend declared by the company effective March 31, 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 2,379 RSUs originally granted on May 21, 2013 plus prior dividends and 11 RSUs issued effective March 31, 2015 in connection with the company's cash dividend.

4. Represents 4,877 RSUs originally granted on May 12, 2014 plus prior dividends and 22 RSUs issued effective March 31, 2015 in connection with the company's cash dividend.

5. Represents 1,227 RSUs originally granted on September 16, 2014 plus prior dividends and 6 RSUs issued effective March 31, 2015 in connection with the company's cash dividend.

	/s/ Michele L. Keusch, attorney-in-fact	04/02/2015
	** 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 4 (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).
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