-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RUqDTpT5rB8ArZuHTZvIImx0/hv0U3b7bE/kKuZ5X06rjarnUMvax8XThROSuTBM yoINXRCo85SQAEzfxncxQg== 0001104659-09-043299.txt : 20090715 0001104659-09-043299.hdr.sgml : 20090715 20090715160241 ACCESSION NUMBER: 0001104659-09-043299 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090713 FILED AS OF DATE: 20090715 DATE AS OF CHANGE: 20090715 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: IAC/INTERACTIVECORP CENTRAL INDEX KEY: 0000891103 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 592712887 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 152 WEST 57TH ST STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2123147300 MAIL ADDRESS: STREET 1: 152 WEST 57TH ST STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: INTERACTIVECORP DATE OF NAME CHANGE: 20030623 FORMER COMPANY: FORMER CONFORMED NAME: USA INTERACTIVE DATE OF NAME CHANGE: 20020508 FORMER COMPANY: FORMER CONFORMED NAME: USA NETWORKS INC DATE OF NAME CHANGE: 19980223 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LIBERTY MEDIA CORP CENTRAL INDEX KEY: 0001355096 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20570 FILM NUMBER: 09946054 BUSINESS ADDRESS: STREET 1: 12300 LIBERTY BOULEVARD CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 7208755400 MAIL ADDRESS: STREET 1: 12300 LIBERTY BOULEVARD CITY: ENGLEWOOD STATE: CO ZIP: 80112 FORMER NAME: FORMER CONFORMED NAME: Liberty Media Holding CORP DATE OF NAME CHANGE: 20060303 4 1 a4.xml 4 X0303 4 2009-07-13 0 0000891103 IAC/INTERACTIVECORP IACI 0001355096 LIBERTY MEDIA CORP 12300 LIBERTY BOULEVARD ENGLEWOOD CO 80112 0 0 1 0 Forward Sale Contract 2009-07-13 4 J 0 6725000 A Common Stock 6725000 6725000 I Wholly-owned subsidiary On June 10, 2009 the Reporting Person entered into a preliminary transaction acknowledgement for a variable forward sale contract with a financial institution (the "Counterparty") with respect to a maximum of 7,500,000 shares of Common Stock (the "Forward Sale Shares"). Pursuant to the transaction acknowledgement, and a superceding confirmation memorializing the variable forward sale contract, on July 13, 2009 the Counterparty established a "Cap Price" of $16.3603 per share and a "Floor Price" of $16.0363 per share with respect to 6,725,000 of the Forward Sale Shares (the "Tranche One Shares"), each of which prices was based on the weighted average price per share of Common Stock used by the Counterparty to establish its initial hedging position with respect to the Tranche One Shares. The Counterparty's initial hedging positions with respect to the Tranche One Shares were completed in accordance with Rule 144 under the Securities Act of 1933, as amended. Under the terms of the forward sale contract, the Reporting Person has agreed to deliver a number of shares of Common Stock on the third trading day after January 29, 2010, and will be paid in cash by the Counterparty, as follows: (i) if the price of common stock (as determined under the contract) at the time of settlement (the "Settlement Price") is less than the Floor Price, the Reporting Person will deliver 6,725,000 shares of Common Stock to the Counterparty and the Reporting Person will receive an amount of cash equal to approximately $107,844,117, (ii) if the Settlement Price is greater than the Cap Price, the Reporting Person will deliver 6,725,000 shares of Common Stock to the Counterparty and the Reporting Person will receive an amount of cash equal to approximately $110,023,017, and (iii) if the Settlement Price is greater than the Floor Price and lower than the Cap Price, the Reporting Person will deliver to the Counterparty a number of shares of Common Stock equal to 6,725,000, and the Reporting Person will receive an amount of cash equal to 6,725,000 multiplied by the Settlement Price. The Counterparty will establish a "Cap Price" and a "Floor Price" with respect to the Forward Sale Shares other than the Tranche One Sales and the parties will have similar obligations upon settlement with respect to such Forward Sale Shares as the obligations described above for the Tranche One Sales. Under the contract, in lieu of delivery of shares on the settlement date, the Reporting Person may, at its option, settle the contract by delivery of cash. The Reporting Person has pledged 6,725,000 shares of the Issuer's common stock to the Counterparty as collateral to secure its obligations under the forward sale contract. LIBERTY MEDIA CORPORATION By: /S/ Craig Troyer Vice President 2009-07-15 -----END PRIVACY-ENHANCED MESSAGE-----