SEC FORM 4/A

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^*

GROSSMAN MINDY F

(Last)

(First)

(Middle)

1 HSN DRIVE

(Street)

ST. PETERSBURG

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)

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share⁽¹⁾	08/20/2008		J		1,715	A	$0	1,715	D
Common Stock, par value $0.01 per share	11/10/2008		P		15,000	A	$4.78	15,000	D
Common Stock, par value $0.01 per share	08/20/2008		P		1,500	A	$11.5	1,500	I	By child sharing household

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units⁽²⁾	$0	08/20/2008		J		27,980		⁽³⁾	⁽³⁾	Common Stock, par value $0.01	27,980	$0	27,980	D
Restricted Stock Units⁽²⁾	$0	08/20/2008		J		30,653		⁽⁴⁾	⁽⁴⁾	Common Stock, par value $0.01	30,653	$0	30,653	D
Restricted Stock Units⁽²⁾	$0	08/20/2008		J		7,512		⁽⁵⁾	⁽⁵⁾	Common Stock, par value $0.01	7,512	$0	7,512	D
Restricted Stock Units⁽²⁾	$0	08/20/2008		J		69,786		⁽⁶⁾	⁽⁶⁾	Common Stock, par value $0.01	69,786	$0	69,786	D
Employee Stock Options⁽⁷⁾	$16.48	08/20/2008		J		348,929		⁽⁸⁾	04/09/2012	Common Stock, par value $0.01	348,929	$0	348,929	D
Employee Stock Options⁽⁷⁾	$30.46	08/20/2008		J		142,521		⁽⁹⁾	08/20/2012	Common Stock, par value $0.01	142,521	$0	142,521	D
Employee Stock Options⁽⁷⁾	$37.58	08/20/2008		J		205,864		⁽⁹⁾	08/20/2012	Common Stock, par value $0.01	205,864	$0	205,864	D
Employee Stock Options⁽⁷⁾	$44.71	08/20/2008		J		370,555		⁽⁹⁾	08/20/2012	Common Stock, par value $0.01	370,555	$0	370,555	D

Explanation of Responses:

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

2. Reflects the receipt of HSN restricted stock units ("RSUs") under HSN's 2008 Stock and Annual Incentive Plan in respect of previously granted IAC RSUs 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 RSU, to reflect the Spin-Off and Reverse Stock Split. These previously granted RSUs have the same vesting and other applicable terms and conditions as they did immediately prior to the Spin-off and Reverse Stock Split.

3. Of which 9,326 shares vest on each of May 1, 2009, May 1, 2010 and May 1, 2011.

4. All of which vest on May 1, 2011.

5. All of which vest on February 16, 2010.

6. All of which vest on April 9, 2012.

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 the Reverse Stock Split.

8. The options vest in four equal annual installments beginning on April 9, 2009.

9. The options vest in four equal annual installments beginning on August 20, 2009.

	/s/ Linda C. Frazier, as Attorney-in-Fact for Mindy Grossman	11/11/2008
	** 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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