Edgar Filing: KAUFMAN VICTOR

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

KAUFMAN VICTOR

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
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O IAC/INTERACTIVECORP, 555 WEST 18TH STREET

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2008

(Street)

NEW YORK, NY 10011

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	08/20/2008		M⁽¹⁾		88,209	A	$ 0	133,926	D
Common Stock, par value $0.001	08/20/2008		F		20,318 ⁽²⁾	A	$ 0	56,804 ⁽³⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

$ 0

08/20/2008

M⁽⁴⁾

16,222 ⁽⁵⁾

02/04/2005⁽⁶⁾

08/20/2008⁽⁶⁾

Common Stock, par value $0.001

16,222 ⁽⁵⁾

$ 0

Restricted Stock Units

$ 0

08/20/2008

M⁽⁴⁾

30,164 ⁽⁵⁾

02/10/2006⁽⁶⁾

08/20/2008⁽⁶⁾

Common Stock, par value $0.001

30,164 ⁽⁵⁾

$ 0

Restricted Stock Units

$ 0

08/20/2008

J⁽⁷⁾

62,735 ⁽⁸⁾

08/20/2008⁽⁶⁾⁽⁷⁾

02/16/2010⁽⁶⁾⁽⁷⁾

Common Stock, par value $0.001

62,735 ⁽⁸⁾

$ 0

62,735 ⁽⁸⁾

Restricted Stock Units

$ 0

08/20/2008

M⁽⁷⁾

41,823 ⁽⁸⁾

08/20/2008⁽⁶⁾⁽⁷⁾

02/16/2010⁽⁶⁾⁽⁷⁾

Common Stock, par value $0.01

41,823 ⁽⁸⁾

$ 0

23,962 ⁽⁹⁾

Restricted Stock Units

$ 0

01/31/2009⁽⁶⁾⁽¹⁰⁾

01/31/2012⁽⁶⁾⁽¹⁰⁾

Common Stock, par value $0.001

27,637 ⁽¹⁰⁾

Options to Purchase Common Stock

$ 20.08

01/31/2009⁽⁶⁾⁽¹¹⁾

01/31/2018⁽⁶⁾⁽¹¹⁾

Common Stock, par value $0.001

190,972 ⁽¹¹⁾

Options to Purchase Common Stock

$ 22.7

01/31/2009⁽⁶⁾⁽¹¹⁾

01/31/2018⁽⁶⁾⁽¹¹⁾

Common Stock, par value $0.01

190,972 ⁽¹¹⁾

Options to Purchase Common Stock

$ 25.31

01/31/2009⁽⁶⁾⁽¹¹⁾

01/31/2018⁽⁶⁾⁽¹¹⁾

Common stock, par value $0.001

190,971 ⁽¹¹⁾

Options to Purchase Common Stock

$ 27.06

08/20/2008⁽⁶⁾⁽¹²⁾

12/20/2009⁽⁶⁾⁽¹²⁾

Common Stock, par value $0.001

174,986 ⁽¹²⁾

Options to Purchase Common Stock

$ 18.06

08/20/2008⁽⁶⁾⁽¹²⁾

12/18/2010⁽⁶⁾⁽¹²⁾

Common Stock, par value $0.001

93,742 ⁽¹²⁾

Options to Purchase Common Stock

$ 21.87

08/20/2008⁽⁶⁾⁽¹²⁾

04/25/2011⁽⁶⁾⁽¹²⁾

Common Stock, par value $0.01

62,495 ⁽¹²⁾

Options to Purchase Common Stock

$ 23.1

08/20/2008⁽⁶⁾⁽¹²⁾

12/16/2011⁽⁶⁾⁽¹²⁾

Common Stock, par value $0.001

135,009 ⁽¹²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KAUFMAN VICTOR C/O IAC/INTERACTIVECORP 555 WEST 18TH STREET NEW YORK, NY 10011	X

Signatures

Tanya M. Stanich as Attorney-in-Fact for Victor Kaufman		12/19/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	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").
(2)	Represents the withholding of shares of IAC common stock to cover the payment of taxes in connection with the vesting of restricted stock units (see footnote 1 above).
(3)	Reflects the one-for-two reverse stock split (the "Reverse Stock Split") effected in connection with, and immediately following, the Spin-Off.
(4)	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.
(5)	Represents the number of shares of IAC common stock accelerated upon the vesting of previously granted restricted stock units (as described above), which number does not give effect to the Reverse Stock Split.
(6)	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 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.
(7)	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 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.
(8)	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.
(9)	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.
(10)	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.
(11)	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.
(12)	In connection with the Spin-Off, stock options granted prior to December 31, 2007 were converted into options to purchase common stock 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 the per share exercise prices 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. Reflects IAC stock options, as adjusted on the basis described immediately above.

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