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*
MCINERNEY THOMAS
(Last) (First) (Middle)
6262 SUNSET DRIVE
(Street)
MIAMI FL 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)
08/20/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
08/22/2008 		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)
Code V Amount (A) or (D) Price
Common Stock 08/20/2008 J(1) 91,198(3) A $0 91,198 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options to purchase common stock $21.69 08/20/2008 J(2) 14,035 08/20/2008 06/23/2009 Common Stock 14,035 $0 14,035 D
Options to purchase common stock $23.88 08/20/2008 J(2) 7,010 08/20/2008 03/31/2010 Common Stock 7,010 $0 7,010 D
Options to purchase common stock $19.33 08/20/2008 J(2) 1,499 08/20/2008 05/10/2010 Common Stock 1,499 $0 1,499 D
Options to purchase common stock $37.52 08/20/2008 J(2) 12,154 08/20/2008 12/27/2009 Common Stock 12,154 $0 12,154 D
Options to purchase common stock $9.17 08/20/2008 J(2) 2,336 08/20/2008 02/21/2011 Common Stock 2,336 $0 2,336 D
Options to purchase common stock $13.82 08/20/2008 J(2) 2,804 08/20/2008 05/15/2011 Common Stock 2,804 $0 2,804 D
Options to purchase common stock $21.23 08/20/2008 J(2) 8,400 08/20/2008 12/16/2011 common stock 8,400 $0 8,400 D
Options to purchase common stock $26.58 08/20/2008 J(2) 5,609 08/20/2008 03/19/2012 Common Stock 5,609 $0 5,609 D
Restricted Stock Purchase Right $0.02 08/20/2008 J(2) 467 08/20/2008 03/19/2012 Common Stock 467 $0 467 D
Explanation of Responses:
1. Reflects the acquisition of common stock, par value $0.01, of Interval Leisure Group, Inc. ("ILG") in connection with the spin-off of ILG by IAC/InterActiveCorp ("IAC"), which was completed following the close of the market on August 20, 2008. The distribution of ILG common stock was effected by way of a dividend, pursuant to which holders of IAC common stock on August 11, 2008 received 1/5 shares of ILG common stock for each share of IAC common stock then held. Includes 70622 shares that vested as a result of the acceleration of IAC restricted stock units, receipt of which is deferred until January 2, 2009.
2. In connection with the Spin-Off, stock options and restricted stock purchase rights granted prior to December 31, 2007 were converted into options to purchase common stock and restricted stock purchase rights of each of IAC, HSN, ILG, Ticketmaster and Tree.com, with adjustments (to maintain pre- and post-spin-off values) to the number of shares of common stock underlying each option/restricted stock purchase right and the per share exercise prices to reflect the Spin-Off. These previously granted stock options and restricted stock purchase rights have the same vesting and other applicable terms and conditions as they did immediately prior to the Spin-off. Reflects IAC stock options and restricted stock purchase rights, as adjusted on the basis described immediately above. These securities were omitted from the original filing.
3. This amendment is being filed to correct the number of shares of common stock.
/s/ Michele L. Keusch, attorney-in-fact 01/06/2009
** 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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