UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 5)
Statement of
Liberty Interactive Corporation
Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
in respect of
HSN, INC.
This Report on Schedule 13D relates to the common stock, par value $0.01 per share (the
Common Stock
), of HSN, Inc., a Delaware corporation (the
Issuer
or
HSNi
). The Schedule 13D originally filed with the Securities and Exchange Commission by Liberty Interactive Corporation, a Delaware corporation (the
Reporting Person
or
Liberty
), on August 29, 2008, as amended by Amendment No. 1 thereto filed on May 21, 2009, by Amendment No. 2 thereto filed on September 21, 2011, by Amendment No. 3 thereto filed on September 11, 2013, and by Amendment No. 4 thereto filed on July 12, 2017 (as so amended, the
Liberty Schedule 13D
), is hereby further amended and supplemented to include the information set forth herein. This amended statement on Schedule 13D/A (this
Amendment
) constitutes Amendment No. 5 to the Liberty Schedule 13D. Capitalized terms not defined herein have the meanings given to such terms in the Liberty Schedule 13D.
This Amendment constitutes an exit filing of the Reporting Person in respect of shares of the Issuers Common Stock previously reported as beneficially owned by the Reporting Person.
Item 2.
Identity and Background
The information contained in Item 2 of the Liberty Schedule 13D is hereby amended and supplemented by adding the following information:
Schedule 1 attached hereto is incorporated by reference and amends and restates Schedule 1 of the Liberty Schedule 13D in its entirety. Each of such executive officers and directors is a citizen of the United States, unless otherwise noted on Schedule 1. Neither Liberty, nor, to the best knowledge of Liberty, any of its executive officers and directors named on Schedule 1 to this Amendment, has, during the last five years, been convicted of a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 5.
Interest in Securities of the Issuer
The information contained in
Item 5 of the Liberty Schedule 13D is hereby amended and restated in its entirety as follows:
(a)
The Reporting Person beneficially owns no shares of Common Stock.
(b)
The Reporting Person beneficially owns no shares of Common Stock.
(c)
On December 29, 2017, the Reporting Person and the Issuer announced that they had completed the previously announced transaction contemplated by the Agreement and Plan of Merger, dated as of July 5, 2017, by and among Liberty, Liberty Horizon, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Liberty (
Merger Sub
), and HSNi (the
Merger Agreement
), pursuant to which Merger Sub merged with and into HSNi (the
Merger
), with HSNi continuing as the surviving corporation in the Merger (the
Surviving
3
Corporation
). Pursuant to the terms of the Merger Agreement, (i) each share of Common Stock (other than shares of Common Stock held by HSNi as treasury stock or by Liberty or its wholly owned subsidiaries) was converted into 1.65 shares (the
Exchange Ratio
) of Libertys Series A QVC Group common stock, par value $0.01 per share (
QVCA
), (ii) each share of Common Stock held by HSNi as treasury stock was cancelled and ceased to exist and (iii) each share of Common Stock held by Liberty or its wholly owned subsidiaries was converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation. The Exchange Ratio equated to total consideration of $40.29 per share of Common Stock, based on the closing price of QVCA on December 29, 2017. As a result, (i) each of the 20,016,167 shares of Common Stock previously beneficially owned by Liberty (or its wholly owned subsidiaries) converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation, (ii) each of the 80 shares of Common Stock previously beneficially owned by Richard N. Barton, a director of Liberty, converted into 1.65 shares of QVCA, with cash issued in lieu of fractional shares, and (iii) each of the 5,482.03 deferred stock units with respect to Common Stock (an
HSNi DSU
) previously held by Fiona Dias (
Ms. Dias
), a former director of HSNi who was appointed to the Liberty board of directors at the effective time of the Merger (the
Effective Time
), converted into an award of restricted stock units with respect to a number shares of QVCA (rounded to the nearest whole number of shares) equal to the product of (a) the number of shares of Common Stock subject to the HSNi DSU immediately prior to the Effective Time and (b) the Exchange Ratio. Other than as stated herein, neither the Reporting Person nor, to the knowledge of the Reporting Person, any Schedule 1 Person has effected any transactions with respect to the Common Stock during the 60 days preceding the date hereof.
On December 15, 2017, HSNi paid its regular quarterly cash dividend to HSNi stockholders in an amount of $0.35 per share of Common Stock. Pursuant to the terms of HSNis Deferred Compensation Plan, in connection with such dividend, dividend equivalents were credited on HSNi DSUs held by Ms. Dias. As a result, Ms. Dias received 46.514 HSNi DSUs on December 15, 2017.
(d)
Not applicable.
(e)
The Reporting Person ceased to be the beneficial owner of more than five percent of the Common Stock on December 29, 2017.
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SCHEDULE 1
DIRECTORS AND EXECUTIVE OFFICERS
OF
LIBERTY INTERACTIVE CORPORATION
The name and present principal occupation of each director and executive officer of Liberty Interactive Corporation (
Liberty Interactive
) are set forth below. The business address for each person listed below is c/o Liberty Interactive Corporation, 12300 Liberty Boulevard, Englewood, Colorado 80112. All executive officers and directors listed are United States citizens, except for M. Ian G. Gilchrist, who is a citizen of both the United States and Canada, and Fiona Dias, who is a citizen of both the United States and Kenya.
Name
|
|
Principal Occupation and Principal Business (if
applicable)
|
John C. Malone
|
|
Chairman of the Board and Director of Liberty Interactive
|
Gregory B. Maffei
|
|
President and Chief Executive Officer of Liberty Interactive; Director of Liberty Interactive
|
Richard N. Barton
|
|
Director of Liberty Interactive
|
Michael A. George
|
|
Director of Liberty Interactive; President and Chief Executive Officer, QVC, Inc.
|
Fiona Dias
|
|
Director of Liberty Interactive
|
M. Ian G. Gilchrist
|
|
Director of Liberty Interactive
|
Evan D. Malone
|
|
Director of Liberty Interactive
|
David E. Rapley
|
|
Director of Liberty Interactive
|
M. LaVoy Robison
|
|
Director of Liberty Interactive
|
Larry E. Romrell
|
|
Director of Liberty Interactive
|
Mark Vadon
|
|
Director of Liberty Interactive
|
Andrea L. Wong
|
|
Director of Liberty Interactive
|
Richard N. Baer
|
|
Chief Legal Officer of Liberty Interactive
|
Mark D. Carleton
|
|
Chief Financial Officer of Liberty Interactive
|
Albert E. Rosenthaler
|
|
Chief Corporate Development Officer of Liberty Interactive
|
6