0001181431-14-013670.txt : 20140321 0001181431-14-013670.hdr.sgml : 20140321 20140321160438 ACCESSION NUMBER: 0001181431-14-013670 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140319 FILED AS OF DATE: 20140321 DATE AS OF CHANGE: 20140321 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HSN, Inc. CENTRAL INDEX KEY: 0001434729 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1 HSN DRIVE CITY: ST. PETERSBURG STATE: FL ZIP: 33729 BUSINESS PHONE: 727-872-1000 MAIL ADDRESS: STREET 1: 1 HSN DRIVE CITY: ST. PETERSBURG STATE: FL ZIP: 33729 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FOLLO JAMES M CENTRAL INDEX KEY: 0001206797 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34061 FILM NUMBER: 14710270 MAIL ADDRESS: STREET 1: 620 8TH AVENUNE CITY: NEW YORK STATE: NY ZIP: 10018 FORMER NAME: FORMER CONFORMED NAME: FOLLO JAMES DATE OF NAME CHANGE: 20021121 4 1 rrd405601.xml FORM 4 X0306 4 2014-03-19 0 0001434729 HSN, Inc. HSNI 0001206797 FOLLO JAMES M 1 HSN DRIVE ST. PETERSBURG FL 33729 1 0 0 0 Common Stock, par value $0.01 per share 2014-03-19 4 A 0 93.331 0 A 22857.168 D Restricted Stock Units 0 2014-03-19 4 A 0 13.208 0 A Common Stock, par value $0.01 per share 13.208 3222.756 D Restricted Stock Units 0 2014-03-19 4 A 0 11.418 0 A Common Stock, par value $0.01 per share 11.418 2786.004 D Restricted Stock Units 0 2014-03-19 4 A 0 7.507 0 A Common Stock, par value $0.01 per share 7.507 1831.752 D Includes 93.331 shares issued to the reporting person in connection with the reinvestment of cash dividends declared by the company effective March 19, 2014. The rights accrued when and as the cash dividends were reinvested in securities and are exercisable and expire on the same terms as the securities to which they relate. Represents 3,116 restricted stock units ("RSUs") originally granted May 17, 2011, along with additional RSUs issued in connection with subsequently declared cash dividends. Represents 2,712 RSUs originally granted May 18, 2012, along with additional RSUs issued in connection with subsequently declared cash dividends. Represents 1,805 RSUs originally granted May 8, 2013, along with additional RSUs issued in connection with subsequently declared cash dividends. Exhibit List Exhibit 24 - Power of Attorney /s/ Harold Herman, as attorney-in-fact 2014-03-21 EX-24. 2 rrd365144_414098.htm POWER OF ATTORNEY rrd365144_414098.html
									Exhibit 24


POWER OF ATTORNEY

	The undersigned hereby constitutes and appoints each of Greg Henchel, Judy A.
Schmeling, Mike Attinella and Harold Herman, signing singly, as the undersigned's true and
lawful attorney-in-fact to:

	(1)	execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of HSN, Inc., a Delaware corporation (the "Company"), Forms 3, 4
and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder (the "Exchange Act"), as well as the Form ID to obtain and/or renew EDGAR codes
for use in connection with the filing of Forms 3, 4 and 5 and any other related documentation;

	(2)	do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4 or 5, Form ID or
other related documentation, complete and execute any amendment or amendments thereto, and
file such forms or documentation with the United States Securities and Exchange Commission
and any stock exchange or similar authority;

	(3)	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by, the undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-
fact may approve in such attorney-in-fact's discretion; and

	(4)	in connection with the preparation and filing of Forms 3, 4 and 5, seek or
obtain, as the undersigned's attorney-in-fact and on the undersigned's behalf, information
regarding transactions in the Company's securities from any third party, including brokers,
employee benefit plan administrators and trustees, and the undersigned hereby authorizes any
such person to release any such information to such attorney-in-fact and approves and ratifies
any such release of information.

	The undersigned hereby grants to each such attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be
done in connection with the exercise of any of the rights and powers herein granted, as fully to
all intents and purposes as the undersigned might or could do if personally present, with full
power of substitution or revocation, herby ratifying and confirming all that such attorney-in-
fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by
virtue of this Power of Attorney and the rights and powers herein granted. This Power of
Attorney revokes all previous Powers of Attorney relating to these matters previously executed
by the undersigned.  This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's
holdings of and transactions in securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

	The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such
capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any
of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. This
Power of Attorney does not relieve the undersigned from responsibility for compliance with the
undersigned's obligations under the Exchange Act, including, without limitation, the reporting
requirements under Section 16 of the Exchange Act.  Additionally, although pursuant to this
Power of Attorney the Company will use commercially reasonable best efforts to timely and
accurately file Section 16 reports on behalf of the undersigned, the Company does not represent
or warrant that it will be able to in all cases timely and accurately file Section 16 reports on
behalf of the undersigned due to various factors, including, but not limited to, the shorter
deadlines mandated by the Sarbanes-Oxley Act of 2002, possible time zone differences
between the Company and the undersigned and the Company's need to rely on other parties for
information, including the undersigned and brokers of the undersigned.

	IN WITNESS WHEREOF, the undersigned had caused this Power of Attorney to be
executed as of this January 9, 2014.




					               	/s/ James Follo
						James Follo





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