X0306 4/A 2017-12-29 2018-01-03 1 0001434729 HSN, Inc. HSNI 0001441286 Attinella Michael C/O HSN, INC. 1 HSN DRIVE ST. PETERSBURG FL 33729 0 1 0 0 Chief Accounting Officer Common Stock, par value $0.01 per share 2017-12-29 4 D 0 8378.729 0.00 D 0 D Restricted Stock Units 2017-12-29 4 D 0 6606.443 D Common Stock, par value $0.01 per share 6606.443 0 D Share Appreciation Right 51.58 2017-12-29 4 D 0 4163 D 2014-02-12 2023-02-12 Common Stock, par value $0.01 per share 4163 0 D Share Appreciation Right 47.90 2017-12-29 4 D 0 4212 D 2014-02-24 2023-05-07 Common Stock, par value $0.01 per share 4212 0 D Share Appreciation Right 47.72 2017-12-29 4 D 0 11975 D 2015-02-12 2024-02-12 Common Stock, par value $0.01 per share 11975 0 D Share Appreciation Right 65.24 2017-12-29 4 D 0 14066 D 2016-02-10 2025-02-10 Common Stock, par value $0.01 per share 14066 0 D Share Appreciation Right 44.86 2017-12-29 4 D 0 26923 D 2017-02-16 2026-02-16 Common Stock, par value $0.01 per share 26923 0 D Share Appreciation Right 38.80 2017-12-29 4 D 0 29684 D 2018-02-23 2027-02-23 Common Stock, par value $0.01 per share 29684 0 D Per the terms of the Agreement and Plan of Merger, dated as of July 5, 2017, by and among HSN, Inc., a Delaware corporation ("HSNI"), Liberty Interactive Corporation, a Delaware corporation, and Liberty Horizon, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Liberty Interactive (the "Merger Agreement"), each share of HSNI common stock was converted to 1.65 shares of Liberty Interactive Series A QVC Group common stock rounded down to the nearest number of whole shares with any fractional shares being paid out in cash based on the market closing price of QVCA on December 29, 2017. Each Restricted Stock Unit ("RSU") is the economic equivalent of one share of HSNI common stock. Per the terms of the Merger Agreement, each RSU was converted into an RSU equivalent to 1.65 shares of Liberty Interactive Series A QVC Group common stock ("Liberty QVCA common stock") and rounded to the nearest whole share. Per the terms of the award agreement, upon the occurrence of the later of (i) the effective time of the Merger Agreement and (ii) the individual's separation from service, each unvested RSU becomes fully vested. Per the terms of the Merger Agreement, the Share Appreciation Right ("SAR") was converted into a SAR for shares of Liberty QVCA common stock by multiplying the number of shares in Table II, Column 7 by 1.65 (rounded down to the nearest number of whole shares) at an exercise price per share equal to the exercise price in Table II, Column 2 divided by 1.65 and rounded up to the nearest whole cent. Per the terms of the award agreement: (i) to the extent unvested, during the one year period following a change in control the award will vest upon the participant's separation from service (other than for cause), and (ii) after a separation from service during the one year period following a change in control, the SAR expires on the earlier of (a) the original expiration date of the SAR or (b) the later of (x) one year after the change in control or (y) the applicable time period set forth in Section 5(i) of the HSNI Second Amended and Restated 2008 Stock and Annual Incentive Plan. /s/ Harold Herman, as attorney-in-fact 2018-01-05