X0306 4 2015-02-19 0 0001434729 HSN, Inc. HSNI 0001236640 GROSSMAN MINDY F C/O HSN, INC. 1 HSN DRIVE ST. PETERSBURG FL 33729 1 1 0 0 CEO Restricted Stock Units 0.00 2015-02-19 4 A 0 2289.759 0.00 A Common Stock, par value $0.01 per share 2289.759 30745.283 D Market Stock Units 0.00 2015-02-19 4 A 0 115801 0.00 A 2018-08-05 Common Stock, par value $0.01 per share 115801 115801 D Options to Purchase Common Stock 38.89 2015-02-19 4 A 0 426027 0.00 A 2009-08-21 2018-08-21 Common Stock, par value $0.01 per share 42607 426027 D Options to Purchase Common Stock 32.69 2015-02-19 4 A 0 236681 0.00 A 2009-08-21 2018-08-21 Common Stock, par value $0.01 per share 236681 236681 D Options to Purchase Common Stock 26.50 2015-02-19 4 A 0 163856 0.00 A 2009-08-21 2018-08-21 Common Stock, par value $0.01 per share 163856 163856 D Stock Appreciation Rights 31.00 2015-02-19 4 A 0 266453 0.00 A 2013-02-21 2022-02-21 Common Stock, par value $0.01 per share 266453 266453 D Appreciation Rights 59.30 2015-02-19 4 A 0 152480 0.00 A 2014-02-12 2023-02-12 Common Stock, par value $0.01 per share 152480 152480 D Appreciation Rights 54.86 2015-02-19 4 A 0 127323 0.00 A 2015-02-12 2024-02-12 Common Stock, par value $0.01 per share 127323 127323 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. The market leveraged restricted stock units, or market stock units ("MSUs") were granted pursuant to the company's Second Amended and Restated 2008 Stock and Annual Incentive Plan, as amended. One half of the MSUs shall be eligible to vest on each of the third and fifth anniversaries of the grant date. Originally 100,723 MSUs were granted with a "Grant Date Fair Market Value" of $59.57. The number of MSUs were increased and the Grant Date Fair Value was decreased as a result of the special cash dividend of $10.00 per share paid on February 19, 2015. The number of number of MSUs were increased by a factor of 1.1497 and the Grant Date Fair Market Value was reduced by dividing 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 370,555 shares at an exercise price of $44.71 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 option to purchase common stock was previously reported as a option covering 205,864 shares at an exercise price of $37.58 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. 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 option to purchase common stock was previously reported as an option covering 142,521 shares at an exercise price of $30.46 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 231,759 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. 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 132,626 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 110.745 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