X0306 4 2015-02-19 0 0001434729 HSN, Inc. HSNI 0001572050 Brand William C C/O HSN, INC. 1 HSN DRIVE ST. PETERSBURG FL 33729 0 1 0 0 Chief Marketing Officer Restricted Stock Units 0.00 2015-02-19 4 A 0 999.745 0.00 A Common Stock, par value $0.01 per share 999.745 10791.006 D Stock Appreciation Rights 5.02 2015-02-19 4 A 0 12934 0.00 A 2010-12-22 2018-12-22 Common Stock, par value $0.01 per share 12934 12934 D Options to Purchase Common Stock 14.32 2015-02-19 4 A 0 12035 0.00 A 2009-01-31 2018-01-31 Common Stock, par value $0.01 per share 12035 12035 D Stock Appreciation Rights 3.69 2015-02-19 4 A 0 8122 0.00 A 2010-02-25 2019-02-25 Common Stock, par value $0.01 per share 8122 8122 D Stock Appreciation Rights 17.39 2015-02-19 4 A 0 14179 0.00 A 2011-02-23 2020-02-23 Common Stock, par value $0.01 per share 14179 14179 D Stock Appreciation Rights 25.86 2015-02-19 4 A 0 14327 0.00 A 2012-02-09 2021-02-09 Common Stock, par value $0.01 per share 14327 14327 D Stock Appreciation Rights 31.00 2015-02-19 4 A 0 15987 0.00 A 2013-02-21 2022-02-21 Common Stock, par value $0.01 per share 15987 15987 D Stock Appreciation Rights 51.58 2015-02-19 4 A 0 10673 0.00 A 2014-02-12 2023-02-12 Common Stock, par value $0.01 per share 10673 10673 D Stock Appreciation Rights 47.72 2015-02-19 4 A 0 19098 0.00 A 2015-02-12 2024-02-12 Common Stock, par value $0.01 per share 19098 19098 D Stock Appreciation Rights 51.38 2015-02-19 4 A 0 22347 0.00 A 2015-07-07 2024-07-07 Common Stock, par value $0.01 per share 22347 22347 D 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. On February 19, 2015, the Company paid a special cash dividend of $10.00 per share. This Stock Apprection Right ("SAR") was previously reported as a SAR covering 11,250 shares at an exercise price of $5.76 per share and has been adjusted with a lower exercise price and an increased number of SARs, in connection with the a special cash dividend of $10.00 per share paid on February 19, 2015. The number of outstanding SARs was increased by a factor of 1.1497, and the exercise price was reduced by dividing the price by that same factor. The adjustment was required under the governing plan documents. On February 19, 2015, the Company paid a special cash dividend of $10.00 per share. This option to purchase common stock was previously reported as an option covering 10,468 shares at an exercise price of $16.46 per share and has been adjusted with a lower exercise price and an increased number of options, in connection with the a special cash dividend of $10.00 per share paid on February 19, 2015. The number of outstanding options was increased by a factor of 1.1497, and the exercise price was reduced by dividing the price by that same factor. The adjustment was required under the governing plan documents. On February 19, 2015, the Company paid a special cash dividend of $10.00 per share. This Stock Apprection Right ("SAR") was previously reported as a SAR covering 7,065 shares at an exercise price of $4.24 per share and has been adjusted with a lower exercise price and an increased number of SARs, in connection with the a special cash dividend of $10.00 per share paid on February 19, 2015. The number of outstanding SARs was increased by a factor of 1.1497, and the exercise price was reduced by dividing the price by that same factor. The adjustment was required under the governing plan documents. On February 19, 2015, the Company paid a special cash dividend of $10.00 per share. This Stock Apprection Right ("SAR") was previously reported as a SAR covering 12,333 shares at an exercise price of $19.99 per share and has been adjusted with a lower exercise price and an increased number of SARs, in connection with the a special cash dividend of $10.00 per share paid on February 19, 2015. The number of outstanding SARs was increased by a factor of 1.1497, and the exercise price was reduced by dividing the price by that same factor. The adjustment was required under the governing plan documents. On February 19, 2015, the Company paid a special cash dividend of $10.00 per share. This Stock Apprection Right ("SAR") was previously reported as a SAR covering 12,462 shares at an exercise price of $29.72per share and has been adjusted with a lower exercise price and an increased number of SARs, in connection with the a special cash dividend of $10.00 per share paid on February 19, 2015. The number of outstanding SARs was increased by a factor of 1.1497, and the exercise price was reduced by dividing the price by that same factor. The adjustment was required under the governing plan documents. On February 19, 2015, the Company paid a special cash dividend of $10.00 per share. This Stock Apprection Right ("SAR") was previously reported as a SAR covering 13,906 shares at an exercise price of $35.63 per share and has been adjusted with a lower exercise price and an increased number of SARs, in connection with the a special cash dividend of $10.00 per share paid on February 19, 2015. The number of outstanding SARs was increased by a factor of 1.1497, and the exercise price was reduced by dividing the price by that same factor. The adjustment was required under the governing plan documents. The SAR continues to vest in three annual installments. On February 19, 2015, the Company paid a special cash dividend of $10.00 per share. This Stock Apprection Right ("SAR") was previously reported as a SAR covering 9,284 shares at an exercise price of $59.30 per share and has been adjusted with a lower exercise price and an increased number of SARs, in connection with the a special cash dividend of $10.00 per share paid on February 19, 2015. The number of outstanding SARs was increased by a factor of 1.1497, and the exercise price was reduced by dividing the price by that same factor. The adjustment was required under the governing plan documents. The SAR continues to vest in three annual installments. On February 19, 2015, the Company paid a special cash dividend of $10.00 per share. This Stock Apprection Right ("SAR") was previously reported as a SAR covering 16,612 shares at an exercise price of $54.86 per share and has been adjusted with a lower exercise price and an increased number of SARs, in connection with the a special cash dividend of $10.00 per share paid on February 19, 2015. The number of outstanding SARs was increased by a factor of 1.1497, and the exercise price was reduced by dividing the price by that same factor. The adjustment was required under the governing plan documents. The SAR continues to vest in three annual installments. On February 19, 2015, the Company paid a special cash dividend of $10.00 per share. This Stock Apprection Right ("SAR") was previously reported as a SAR covering 19,438 shares at an exercise price of $59.07 per share and has been adjusted with a lower exercise price and an increased number of SARs, in connection with the a special cash dividend of $10.00 per share paid on February 19, 2015. The number of outstanding SARs was increased by a factor of 1.1497, and the exercise price was reduced by dividing the price by that same factor. The adjustment was required under the governing plan documents. The SAR continues to vest in three annual installments. /s/ Harold Herman, as attorney-in-fact 2015-02-23