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^*

MCINERNEY THOMAS

(Last)

(First)

(Middle)

C/O IAC/INTERACTIVECORP

555 WEST 18TH STREET

(Street)

NEW YORK

10011

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IAC/INTERACTIVECORP [ IACI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & CFO

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 $0.001⁽¹⁾	08/20/2008		M⁽¹⁾		358,312⁽¹⁾	A	$0	230,598⁽²⁾	D

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	$0	08/20/2008		M⁽³⁾			10,027⁽⁴⁾	02/04/2005⁽⁵⁾	08/20/2008⁽⁵⁾	Common Stock, par value $0.001	10,027⁽⁴⁾	$0	0	D
Restricted Stock Units	$0	08/20/2008		M⁽³⁾			58,982⁽⁴⁾	02/04/2009⁽⁵⁾	08/20/2008⁽⁵⁾	Common Stock, par value $0.001	58,982⁽⁴⁾	$0	0	D
Restricted Stock Units	$0	08/20/2008		M⁽³⁾			30,164⁽⁴⁾	02/10/2006⁽⁵⁾	08/20/2008⁽⁵⁾	Common Stock, par value $0.001	30,164⁽⁴⁾	$0	0	D
Restricted Stock Units	$0	08/20/2008		M⁽³⁾			113,110⁽⁴⁾	02/10/2010⁽⁵⁾	08/20/2008⁽⁵⁾	Common Stock, par value $0.001	113,110⁽⁴⁾	$0	0	D
Restricted Stock Units	$0	08/20/2008		M⁽³⁾			17,965⁽⁴⁾	02/06/2007⁽⁵⁾⁽⁶⁾	02/06/2011⁽⁵⁾⁽⁶⁾	Common Stock, par value $0.001	17,965⁽⁴⁾	$0	41,174⁽⁷⁾	D
Restricted Stock Units	$0	08/20/2008		M⁽³⁾			86,238⁽⁴⁾	02/06/2011⁽⁵⁾⁽⁸⁾	02/06/2011⁽⁵⁾⁽⁸⁾	Common Stock, par value $0.001	86,238⁽⁴⁾	$0	65,877⁽⁷⁾	D
Restricted Stock Units	$0	08/20/2008		J⁽⁹⁾		62,735⁽¹⁰⁾		08/20/2008⁽⁵⁾⁽⁹⁾	02/16/2010⁽⁵⁾⁽⁹⁾	Common Stock, par value $0.001	62,735⁽¹⁰⁾	$0	62,735⁽¹⁰⁾	D
Restricted Stock Units	$0	08/20/2008		M⁽⁹⁾			41,826⁽⁴⁾	08/20/2008⁽⁵⁾⁽⁹⁾	02/16/2010⁽⁵⁾⁽⁹⁾	Common Stock, par value $0.001	41,826⁽⁴⁾	$0	23,962⁽¹¹⁾	D
Restricted Stock Units	$0							01/31/2009⁽⁵⁾⁽¹²⁾	01/31/2012⁽⁵⁾⁽¹²⁾	Common Stock, par value $0.001	27,637⁽¹²⁾		27,637⁽¹²⁾	D
Options to Purchase Common Stock	$20.08							01/31/2009⁽⁵⁾⁽¹³⁾	01/31/2018⁽⁵⁾⁽¹³⁾	Common Stock, par value $0.001	190,972⁽¹³⁾		190,972⁽¹³⁾	D
Options to Purchase Common Stock	$22.7							01/31/2009⁽⁵⁾⁽¹³⁾	01/31/2018⁽⁵⁾⁽¹³⁾	Common Stock, par value $0.001	190,972⁽¹³⁾		190,972⁽¹³⁾	D
Options to Purchase Common Stock	$25.31							01/31/2009⁽⁵⁾⁽¹³⁾	01/31/2018⁽⁵⁾⁽¹³⁾	Common Stock, par value $0.001	190,971⁽¹³⁾		190,971⁽¹³⁾	D
Options to Purchase Common Stock	$23.59							08/20/2008⁽⁵⁾⁽¹⁴⁾	06/23/2009⁽⁵⁾⁽¹⁴⁾	Common Stock, par value $0.001	35,089⁽¹⁴⁾		35,089⁽¹⁴⁾	D
Options to Purchase Common Stock	$40.82							08/20/2008⁽⁵⁾⁽¹⁴⁾	12/27/2009⁽⁵⁾⁽¹⁴⁾	Common Stock, par value $0.001	30,385⁽¹⁴⁾		30,385⁽¹⁴⁾	D
Options to Purchase Common Stock	$25.99							08/08/2008⁽⁵⁾⁽¹⁴⁾	03/31/2010⁽⁵⁾⁽¹⁴⁾	Common Stock, par value $0.001	17,529⁽¹⁴⁾		17,529⁽¹⁴⁾	D
Options to Purchase Common Stock	$21.03							08/08/2008⁽⁵⁾⁽¹⁴⁾	05/10/2010⁽⁵⁾⁽¹⁴⁾	Common Stock, par value $0.001	3,749⁽¹⁴⁾		3,749⁽¹⁴⁾	D
Options to Purchase Common Stock	$9.98							08/08/2008⁽⁵⁾⁽¹⁴⁾	02/21/2011⁽⁵⁾⁽¹⁴⁾	Common Stock, par value $0.001	5,842⁽¹⁴⁾		5,842⁽¹⁴⁾	D
Options to Purchase Common Stock	$15.03							08/20/2008⁽⁵⁾⁽¹⁴⁾	05/15/2011⁽⁵⁾⁽¹⁴⁾	Common Stock, par value $0.001	7,011⁽¹⁴⁾		7,011⁽¹⁴⁾	D
Options to Purchase Common Stock	$23.1							08/08/2008⁽⁵⁾⁽¹⁴⁾	12/16/2011⁽⁵⁾⁽¹⁴⁾	Common Stock, par value $0.001	21,001⁽¹⁴⁾		21,001⁽¹⁴⁾	D
Restricted Stock Purchase Right	$0.02							08/08/2008⁽⁵⁾⁽¹⁴⁾	03/19/2012⁽⁵⁾⁽¹⁴⁾	Common Stock, par value $0.001	1,168⁽¹⁴⁾		1,168⁽¹⁴⁾	D
Options to Purchase Common Stock	$28.92							08/08/2008⁽⁵⁾⁽¹⁴⁾	03/19/2012⁽⁵⁾⁽¹⁴⁾	Common Stock, par value $0.001	14,023⁽¹⁴⁾		14,023⁽¹⁴⁾	D

Explanation of Responses:

1. Reflects shares of IAC common stock acquired upon the accelerated vesting of multiple grants of restricted stock units immediately prior to the completion of the spin-off by IAC of HSN, Inc., Interval Leisure Group, Inc., Ticketmaster and Tree.com, Inc. on August 20, 2008 (the "Spin-Off"). Settlement of these vestings will occur on January 2, 2009.

2. Reflects the one-for-two reverse stock split (the "Reverse Stock Split") effected in connection with, and immediately following, the Spin-Off.

3. Reflects the accelerated vesting of all or a portion of previously granted restricted stock units immediately prior to the completion of the Spin-Off pursuant to adjustments made in contemplation of the Spin-Off.

4. Represents the number of shares of IAC common stock accelerated upon the vesting of previously granted restricted stock units, which number does not give effect to the Reverse Stock Split.

5. The date in the "Date Exercisable" column represents the first vesting date pursuant to the terms of the original award or, in the case of fully vested stock options and restricted stock purchase rights and awards that were amended in connection with the Spin-Off, August 20, 2008. The date in the "Expiration Date" column represents, in the case of (i) restricted stock units that were accelerated in full in connection with the Spin-Off, August 20, 2008, (ii) all other restricted stock units, the last vesting date, and (iii) stock options, the last date of their term.

6. Pursuant to the initial terms of this award, the two remaining tranches of this award will vest on February 6, 2010 and February 6, 2011.

7. Represents the number of previously granted restricted stock units remaining after the accelerated vestings described above, with adjustments (to maintain pre- and post-Spin-Off values) to the number of shares of IAC common stock underlying such restricted stock units to reflect the Spin-Off and Reverse Stock Split. These previously granted restricted stock units have the same vesting and other applicable terms and conditions as they did immediately prior to the Spin-off and Reverse Stock Split.

8. Pursuant to the initial terms of this award, this award will vest in one lump sum installment on Feburary 6, 2011.

9. Reflects an amendment made to the terms of previously granted performance-based restricted stock units in contemplation of the Spin-Off to fix the number of shares of IAC common stock subject to the award, remove certain of the performance conditions and provide for the acceleration of the vesting of two-thirds of the award following the Spin-Off upon the achievement of certain other performance conditions in 2008, with the balance of the award vesting on February 16, 2010.

10. The number of restricted stock units and shares of IAC common stock underlying such restricted stock units do not reflect the Spin-Off and Reverse Stock Split.

11. Represents the number of previously granted restricted stock units remaining after the accelerated vesting described above, with adjustments (to maintain pre- and post-Spin-Off values) to the number of shares of IAC common stock underlying such restricted stock units to reflect the Spin-Off and Reverse Stock Split.

12. Represents previously granted restricted stock units, with adjustments (to maintain pre- and post-Spin-Off values) to the number of shares of IAC common stock underlying such restricted stock units, to reflect the Spin-Off and Reverse Stock Split. These previously granted restricted stock units have the same vesting and other applicable terms and conditions as they did immediately prior to the Spin-off and Reverse Stock Split, which provide for vesting in four equal annual installments (25%) on January 31, 2009, January 31, 2010, January 31, 2011 and January 31, 2012.

13. Represents previously granted stock options, with adjustments (to maintain pre- and post-Spin-Off values) to the number of shares of IAC 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 Reverse Stock Split, which provide for vesting in four equal annual installments (25%) on January 31, 2009, January 31, 2010, January 31, 2011 and January 31, 2012.

14. In connection with the Spin-Off, stock options and restricted stock purchase rights granted prior to December 31, 2007 were converted into options to purchase common stock and restricted stock purchase rights of each of IAC, HSN, Inc., Interval Leisure Group, Inc., Ticketmaster and Tree.com, Inc., with adjustments (to maintain pre- and post-Spin-Off values) to the number of shares of common stock underlying each option and restricted stock purchase right and the per share exercise prices to reflect the Spin-Off and Reverse Stock Split. These previously granted stock options and restricted stock purchase rights have the same vesting and other applicable terms and conditions as they did immediately prior to the Spin-Off and Reverse Stock Split. Reflects IAC stock options and restricted stock purchase rights, as adjusted on the basis described immediately above.

	Tanya M. Stanich as Attorney-in-Fact forThomas McInerney	12/19/2008
	** Signature of Reporting Person	Date
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