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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Call Option (Right to Buy) (2) | $ 35 (3) | 03/01/2016 | P | 2,000,000 | 03/04/2016 | 01/21/2022 | Common Stock, $.25 Par Value | 2,000,000 | $ 11.75 | 2,000,000 | I | By Grantor Retained Annuity Trust | |||
| Phantom Stock Units | $ 0 (4) | (5) | (5) | Common Stock, $.25 Par Value | 104,250.1754 | 104,250.1754 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| DILLER BARRY IAC/INTERACTIVECORP 555 WEST 18TH STREET, 5TH FLOOR NEW YORK, NY 10011 |
X | |||
| /s/ Gloria K. Bowden, attorney-in-fact for Barry Diller | 03/03/2016 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The shares previously reported as held by the reporting person's living trust are held in a grantor retained annuity trust for the benefit of the reporting person and his family members. |
| (2) | The option allows its holder, upon exercise of the option, to elect to settle the option for either cash or stock. If the holder elects to settle the option for cash, the holder will receive the difference between the exercise price of the option and the closing price of the underlying common stock on the New York Stock Exchange on the date of exercise, multiplied by the number of options being exercised. |
| (3) | If the amount of total dividends paid to common shareowners in any quarter during the term of the option exceeds (or is less than) $0.35 per share, the exercise price of the option will be reduced (or increased) by the forward value of the absolute amount of such difference.. |
| (4) | Each phantom share unit is economically equivalent to one share of Common Stock. |
| (5) | The phantom share units credited under the Directors' Plan are settled in cash the later of (i) January 15 of the year following the year in which the reporting person leaves the Board, or (ii) six months following the date on which the reporting person leaves the Board. |