-----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, MicWMiPk9XqvaTjkSAZn/Wc0/qJux4cUflWNqvG+21yMGTDGsB02KPR/+Y3GRb6V fweMBHM/fpCbqZfoD4+ntw== 0001104659-10-061124.txt : 20101203 0001104659-10-061124.hdr.sgml : 20101203 20101203165634 ACCESSION NUMBER: 0001104659-10-061124 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20101201 FILED AS OF DATE: 20101203 DATE AS OF CHANGE: 20101203 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: 101232113 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 2010-12-01 1 0000891103 IAC/INTERACTIVECORP IACI 0001355096 LIBERTY MEDIA CORP 12300 LIBERTY BOULEVARD ENGLEWOOD CO 80112 0 0 1 0 Class B Common Stock 2010-12-01 4 J 0 4289499 D 8510500 I Held through wholly-owned subsidiary Class A Common Stock 2010-12-01 4 J 0 4289499 A 4289499 I Held through wholly-owned subsidiary Class B Common Stock 2010-12-01 4 J 0 8510500 D 0 I Held through wholly-owned subsidiary Class A Common Stock 2010-12-01 4 J 0 4289499 D 0 I Held through wholly-owned subsidiary Class B common stock 2010-12-01 4 J 0 12799999 D Class A common stock 12799999 0 I Held through wholly-owned subsidiary Each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder. Pursuant to a previously existing Stockholders Agreement between the reporting person and Barry Diller, on December 1, 2010, the reporting person exchanged 4,289,499 shares of Class B common stock owned by the reporting person for 4,289,499 shares of Class A common stock owned by Barry Diller (the "Liberty/Diller Exchange"). Pursuant to a Stock Exchange Agreement, dated as of December 1, 2010 (the "Exchange Agreement"), by and among the reporting person, Liberty USA Holdings, LLC, the issuer and Celebrate Interactive, Inc., immediately subsequent to the Liberty/Diller Exchange, the reporting person exchanged 8,510,500 shares of Class B common stock and 4,289,499 shares of Class A common stock of the issuer for all of the issuer's interest in Celebrate Interactive, Inc., which was a subsidiary of the issuer that held certain businesses, and approximately $220 million in cash (the "Liberty/IAC Exchange"). Pursuant to the Exchange Agreement, on December 1, 2010, the reporting person became irrevocably committed to deliver up to 120,000 shares of Class A common stock to the issuer upon the final determination of the working capital of the businesses the reporting person acquired in the Liberty/IAC Exchange. /s/ Charles Y. Tanabe, Executive Vice President and General Counsel 2010-12-03 -----END PRIVACY-ENHANCED MESSAGE-----