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*
MARBERT JEANETTE E
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
COO, ILG
3. Date of Earliest Transaction (Month/Day/Year)
08/20/2008
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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 08/20/2008 J(1) 7,397 A $0 7,397 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
Restricted Stock Units(2) $0 02/06/2007 02/06/2011 Common Stock, par value $0.01 3,584 3,584 D
Restricted Stock Units(2) $0 02/16/2008 02/16/2012 Common Stock, par value $0.01 1,878 1,878 D
Restricted Stock Units(2) $0 01/31/2009 01/31/2013 Common Stock, par value $0.01 24,930 24,930 D
Restricted Stock Units(3)(4) $0 08/20/2008 J 6,889 02/16/2010 02/16/2010 Common Stock, par value $0.01 6,889 $0 6,889 D
Restricted Stock Units(5) $0 08/20/2008 A 141,643 08/20/2009 08/20/2012 Common Stock, par value $0.01 141,643 $0 141,643 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 by IAC/InterActiveCorp ("IAC") of ILG, 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 one-fifth of one share of ILG common stock for every one share of IAC common stock held.
2. Reflects the receipt of ILG restricted stock units under ILG's 2008 Stock and Annual Incentive Plan in respect of previously granted IAC restricted stock units in connection with the Spin-Off, with adjustments (to maintain pre- and post-spin-off values) to the number of shares of common stock underlying such restricted stock units, to reflect the Spin-Off and Reverse Stock Split. These previously granted restricted stock units have the same vesting and other applicable terms and conditions as they did immediately prior to the Spin-off and Reverse Stock Split.
3. In connection with the Spin-Off, these previously granted restricted stock units were converted into restricted stock units of each of IAC, HSN, ILG, TM and Tree.com, with adjustments (to maintain pre- and post-spin-off values) to the number of shares of common stock underlying such restricted stock units to reflect the Spin-Off and Reverse Stock Split. These previously granted restricted stock units have the same vesting and other applicable terms and conditions as they did immediately prior to the Spin-off and Reverse Stock Split. Reflects the receipt of ILG restricted stock units in connection with the adjustment described immediately above.
4. Also reflects an amendment made to the terms of previously granted performance-based restricted stock units in contemplation of the Spin-Off to fix the number of shares of common stock subject to the award and remove the performance conditions.
5. Represents a grant of restricted stock units under ILG's 2008 Stock and Annual Incentive Plan. 75% of this award vests annually in equal installments over four years and the remaining 25% of thiw award vests in one lump sum on the fourth anniversary of the grant date, August 20, 2008.
Tanya Stanich as Attorney-in-Fact for Jeanette E. Marbert 08/22/2008
** 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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