SEC FORM 4

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^*

KAUFMAN VICTOR

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

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⁾	02/03/2012		M⁽¹⁾		104,876	A	$20.07	185,074	D
Common Stock, par value $0.001	02/03/2012		S		104,876	D	$45.98⁽²⁾	80,198	D
Common Stock, par value $0.001⁽¹⁾	02/06/2012		M⁽¹⁾		38,352	A	$20.07	118,550	D
Common Stock, par value $0.001	02/06/2012		S		38,352	D	$45.44⁽²⁾	80,198	D
Common Stock, par value $0.001⁽³⁾	02/06/2012		M⁽³⁾		125,000	A	$16.28	205,198	D
Common Stock, par value $0.001	02/06/2012		S		125,000	D	$45.44⁽⁴⁾	80,198	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)
Options to purchase Common Stock, par value $0.001⁽⁵⁾	$20.07	02/03/2012		M			104,876	01/31/2009⁽⁵⁾	01/31/2018⁽⁵⁾	Common Stock, par value $0.001	104,876	$0	86,096	D
Options to purchase Common Stock, par value $0.001⁽⁵⁾	$20.07	02/06/2012		M			38,352	01/31/2009⁽⁵⁾	01/31/2018⁽⁵⁾	Common Stock, par value $0.001`	38,352	$0	47,744	D
Options to purchase Common Stock, par value $0.001⁽⁶⁾	$16.28	02/06/2012		M			125,000	12/17/2009⁽⁶⁾	12/17/2018⁽⁶⁾	Common Stock, par value $0.001	125,000	$0	125,000	D

Explanation of Responses:

1. Represents shares of IAC common stock acquired upon the exercise of stock options (see footnote 5 below).

2. The price reflects a weighted average of sales made at prices ranging from $45.75 to $46.24. The reporting person agrees to provide upon request by the Staff of the Securities and Exchange Commission, IAC/InterActiveCorp, or a security holder of IAC/InterActiveCorp, information regarding the number of shares sold at each separate price.

3. Represents shares of IAC common stock acquired upon the exercise of stock options (see footnote 6 below).

4. The price reflects a weighted average of sales made at prices ranging from $45.20 to $45.65. The reporting person agrees to provide upon request by the Staff of the Securities and Exchange Commission, IAC/InterActiveCorp, or a security holder of IAC/InterActiveCorp, information regarding the number of shares sold at each separate price.

5. Represents stock options that vest in four equal annual installments (25%) on January 31, 2009, January 31, 2010, January 31, 2011 and January 31, 2012.

6. Represents stock options that vest in four equal annual installments (25%) on December 17, 2009, December 17, 2010, December 17, 2011 and December 17, 2012.

	Joanne Hawkins as Attorney-in-Fact for Victor Kaufman	02/07/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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