X0306 4 2015-02-19 0 0001434729 HSN, Inc. HSNI 0001633672 MARTINEZ MARIA D. C/O HSN, INC. 1 HSN DRIVE SAINT PETERSBURG FL 33729 0 1 0 0 Chief Human Resources Officer Restricted Stock Units 0.00 2015-02-19 4 A 0 791.559 0.00 A Common Stock, par value $0.01 per share 791.559 7373.325 D Stock Appreciation Rights 51.58 2015-02-19 4 A 0 2831 0.00 A 2014-02-12 2023-02-12 Common Stock, par value $0.01 per share 2831 2831 D Stock Appreciation Rights 47.72 2015-02-19 4 A 0 4610 0.00 A 2015-02-12 2024-02-12 Common Stock, par value $0.01 per share 4610 4610 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 2,463 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 4,010 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. /s/ Harold Herman, as attorney-in-fact 2015-02-23