SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Brand William C

(Last)

(First)

(Middle)

C/O HSN, INC.

1 HSN DRIVE

(Street)

ST. PETERSBURG

33729

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/07/2013

3. Issuer Name and Ticker or Trading Symbol
HSN, Inc. [ HSNI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Marketing Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	35,349	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	02/09/2014	⁽¹⁾	Common Stock, par value $0.01 per share	2,734	$0	D
Restricted Stock Units	02/21/2015	⁽²⁾	Common Stock, par value $0.01 per share	2,557	$0	D
Restricted Stock Units	02/12/2016	⁽³⁾	Common Stock, par value $0.01 per share	1,771	$0	D
Options to Purchase Common Stock	08/21/2008	01/31/2018	Common Stock, par value $0.01 per share	10,468	$16.46	D
Stock Appreciation Rights	12/22/2010	12/22/2018	Common Stock, par value $0.01 per share	11,250	$5.76	D
Stock Appreciation Rights	02/25/2010	02/25/2019	Common Stock, par value $0.01 per share	7,065	$4.24	D
Stock Appreciation Rights	02/23/2011	02/23/2020	Common Stock, par value $0.01 per share	12,333	$19.99	D
Stock Appreciation Rights	02/09/2012⁽⁴⁾	02/09/2021	Common Stock, par value $0.01 per share	12,462	$29.72	D
Stock Appreciation Rights	02/21/2013⁽⁵⁾	02/21/2022	Common Stock, par value $0.01 per share	13,906	$35.63	D
Stock Appreciation Rights	02/12/2014⁽⁶⁾	02/12/2023	Common Stock, par value $0.01 per share	9,284	$59.3	D

Explanation of Responses:

1. All of such Restricted Stock Units ("RSUs") vest on February 9, 2014. Shares of common stock will be delivered shortly after vesting.

2. All of such RSUs vest on February 21, 2015. Shares of common stock will be delivered shortly after vesting

3. All of such RSUs vest on February 12, 2016. Shares of common stock will be delivered shortly after vesting

4. Of the 12,462 Stock Appreciation Rights ("SARs"), 8,307 are currently exercisable and the balance will vest on on February 9, 2014.

5. Of the 13,906 SARs, 4,635 are currently exercisable and the balance will vest equally over a two year period beginning on February 21, 2014.

6. The SARs vest equally over a three year period beginning on February 12, 2014.

	/s/ Linda C. Frazier, as attorney-in-fact	03/15/2013
	** 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 5 (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.