| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Interval Leisure Group, Inc. [ IILG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/20/2008 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 08/22/2008 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | 7,493 | A | $0 | 7,493 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | 08/20/2008 | J | 3,584 | (3) | (4) | Common stock, par value $0.01 | 3,584 | $0 | 3,584 | D | ||||
| Restricted Stock Units(2) | $0 | 08/20/2008 | J | 1,878 | (5) | (4) | Common stock, par value $0.01 | 1,878 | $0 | 1,878 | D | ||||
| Retricted Stock Units(2) | $0 | 08/20/2008 | J | 24,930 | (6) | (4) | Common Stock, par value $0.01 | 24,930 | $0 | 24,930 | D | ||||
| Restricted Stock Units(2)(7) | $0 | 08/20/2008 | J | 6,889 | 02/16/2010 | (4) | Common stock, par value $0.01 | 6,889 | $0 | 6,889 | D | ||||
| Restricted Stock Units | $0 | 08/20/2008 | A | 141,643 | (8) | (4) | 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 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 2,739 shares that vested as a result of the acceleration of IAC restricted stock units, receipt of 382 shares of which is deferred until January 2, 2009. |
| 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 of ILG, 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. 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. |
| 3. Of which 1,791 shares vest on February 6, 2010 and 1,793 shares vest February 6, 2011. |
| 4. Vested shares will be delivered shortly after vesting. |
| 5. Of which 626 shares vest on February 16 2010, 2011 and 2012. |
| 6. Of which 4,986 shares vest on January 31 of each year beginning in 2009 and ending in 2013. |
| 7. 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. |
| 8. Represents a grant of restricted stock units under ILG's 2008 Stock and Annual Incentive Plan, of which 26,558 shares vest on August 20 of 2009, 2010 and 2011 and 61,969 shares vest on August 20, 2012, in each case subject to performance conditions. |
| /s/ Michele L. Keusch attorney-in-fact | 10/15/2008 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||