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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* SCHMELING JUDY (Last) (First) (Middle) C/O HSN, INC. 1 HSN DRIVE (Street) ST.PETERSBURG FL 33729 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol HSN, Inc. [ HSNI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) EVP & CFO, HSNi
	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, par value $0.01(1)	08/20/2008		J		11,059	A	$0	11,059(2)	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(3)	$0	08/20/2008		J		6,922		(4)	(4)	Common Stock, par value $0.01	6,922	$0	6,922	D
Restricted Stock Units(3)	$0	08/20/2008		J		4,204		(5)	(5)	Common Stock, par value $0.01	4,204	$0	4,204	D
Restricted Stock Units(3)	$0	08/20/2008		J		7,513		(6)	(6)	Common Stock, par value $0.01	7,513	$0	7,513	D
Options to Purchase Common Stock(7)	$22.21	08/20/2008		J		499		08/21/2008	12/20/2009	Common Stock, par value $0.01	499	$0	499	D
Options to Purchase Common Stock(7)	$18.96	08/20/2008		J		1,400		08/21/2008	12/16/2011	Common Stock, par value 0.01	1,400	$0	1,400	D
Options to Purchase Common Stock(7)	$16.46	08/20/2008		J		59,318		01/31/2009(8)	01/31/2018	Common Stock, par value $0.01	59,318	$0	59,318	D

Explanation of Responses:

1. Reflects the acquistion of common stock, par value $0.01, of HSN, Inc. ("HSNI") in connection with the spin-off by IAC/InterActive Corp. ("IAC") of HSNI, which was completed following the close of the market on August 20, 2008. The distribution of HSNI 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 HSNI common stock for every one share of IAC common stock held.

2. Includes 10,569 shares of HSN common stock held directly by Ms. Schmeling and 304 shares held indirectly by Ms. Schmeling through a 401(k) plan.

3. Reflects the receipt of HSNI restricted stock units under HSNI'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.

4. Of which 3,460 vest on February 6, 2010 and 3,462 vest on February 6, 2011. Vested shares will be delivered shortly after vesting.

5. Of which 1,401 vest on each of February 16, 2010 and February 16, 2011 and 1,402 vest on February 16, 2012. Vested shares will be delivered shortly after vesting.

6. All of which vest on February 16, 2010. Vested shares will be delivered shortly after vesting.

7. Represents previously granted stock options, with adjustments (to maintain pre- and post-spin-off values) to the number of shares of common stock underlying such stock options and the per share exercise price to reflect the Spin-Off and Reverse Stock Split. These previously granted stock options have the same vesting and other applicable terms and conditions as they did immediately prior to the Spin-off and Reverse Stock Split.

8. Of such option, 14,829 become exercisable on January 31, 2009, 14,830 become exercisable on January 31, 2010, 14,829 become exercisable on January 31, 2011 and 14,830 become exercisable on January 31, 2012.

	/s/ Linda C. Frazier, as attorney in fact	04/21/2009
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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