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Filing Details

Accession Number:: 0001104659-10-003976
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2010-01-29 12:00:00
Reporting Period:: 2010-01-27

Filing Date:: 2010-01-29
Accepted Time:: 2010-01-29 16:49:29
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
891103	Iacteractivecorp	IACI	Retail-Retail Stores, Nec (5990)	592712887

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1355096	Liberty Media Corp	12300 Liberty Boulevard Englewood CO 80112		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2010-01-27	6,725,000	$0.00	3,020,103	Yes	4	J	Indirect	Held through wholly-owned subsidiary
Common Stock	Disposition	2010-01-27	775,000	$0.00	2,245,103	Yes	4	J	Indirect	Held through wholly-owned subsidiary
Common Stock	Disposition	2010-01-28	151,000	$20.32	2,094,103	No	4	S	Indirect	Held through wholly-owned subsidiary

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Yes	4	J	Indirect	Held through wholly-owned subsidiary
Yes	4	J	Indirect	Held through wholly-owned subsidiary
No	4	S	Indirect	Held through wholly-owned subsidiary

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Forward Sale Contract (obligation to sell)	Disposition	2010-01-27	1	$0.00	6,725,000	$0.00
Common Stock	Forward Sale Contract (obligation to sell)	Disposition	2010-01-27	1	$0.00	775,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2010-01-27	2010-01-27	Yes	4	J	Indirect
0	2010-01-27	2010-01-27	Yes	4	J	Indirect

Footnotes

On January 27, 2010, the reporting person settled a variable forward sale contract with respect to 7,500,000 shares of Common Stock (the "Forward Sale Shares"). The preliminary transaction acknowledgement for the forward sale contract was entered into on June 10, 2009 with a financial institution (the "Counterparty"). Pursuant to the transaction acknowledgement, and superceding confirmations memorializing the variable forward sale contract, the reporting person was obligated to deliver to the Counterparty the Forward Sale Shares (or, at the option of the reporting person, an equivalent amount of cash) on January 27, 2010, the maturity date for the contract. The Reporting Person pledged 7,500,000 shares of the Issuer's common stock to the Counterparty as collateral to secure its obligations under the forward sale contract.
Pursuant to the terms of the forward sale contract, on July 13, 2009 the Counterparty established a "Cap Price" of $16.3603 per share and a "Floor Price" of $16.0363 per share with respect to 6,725,000 of the Forward Sale Shares (the "Tranche One Shares"), each of which prices was based on the weighted average price per share of Common Stock used by the Counterparty to establish its initial hedging position with respect to the Tranche One Shares. Under the terms of the forward sale contract, the Reporting Person agreed to deliver a number of shares of Common Stock on the third trading day after January 27, 2010, and would be paid in cash by the Counterparty, as follows: (i) if the price of common stock (as determined under the contract) at the time of settlement (the "Settlement Price") was less than the Floor Price, the Reporting Person would deliver 6,725,000 shares of Common Stock to the Counterparty and the Reporting Person would receive an amount of cash equal to $107,844,117,
(ii) if the Settlement Price was greater than the Cap Price, the Reporting Person would deliver 6,725,000 shares of Common Stock to the Counterparty and the Reporting Person would receive an amount of cash equal to $110,023,017, and (iii) if the Settlement Price was greater than the Floor Price and lower than the Cap Price, the Reporting Person would deliver to the Counterparty a number of shares of Common Stock equal to 6,725,000, and the Reporting Person would receive an amount of cash equal to 6,725,000 multiplied by the Settlement Price. On January 27, 2010, the Settlement Price was $20.94. Accordingly, the reporting person delivered 6,725,000 shares of Common Stock to the Counterparty.
Pursuant to the terms of the forward sale contract, on July 15, 2009 the Counterparty established a "Cap Price" of $16.3974 per share and a "Floor Price" of $16.0727 per share with respect to 775,000 of the Forward Sale Shares (the "Tranche Two Shares"), each of which prices was based on the weighted average price per share of Common Stock used by the Counterparty to establish its initial hedging position with respect to the Tranche Two Shares. Under the terms of the forward sale contract, the Reporting Person agreed to deliver a number of shares of Common Stock on the third trading day after January 27, 2010, and would be paid in cash by the Counterparty, as follows: (i) if the price of common stock (as determined under the contract) at the time of settlement (the "Settlement Price") was less than the Floor Price, the Reporting Person would deliver 775,000 shares of Common Stock to the Counterparty and the Reporting Person would receive an amount of cash equal to $12,456,342,
(ii) if the Settlement Price was greater than the Cap Price, the Reporting Person would deliver 775,000 shares of Common Stock to the Counterparty and the Reporting Person would receive an amount of cash equal to $12,707,985, and (iii) if the Settlement Price was greater than the Floor Price and lower than the Cap Price, the Reporting Person would deliver to the Counterparty a number of shares of Common Stock equal to 775,000, and the Reporting Person would receive an amount of cash equal to 775,000 multiplied by the Settlement Price. On January 27, 2010, the Settlement Price was $20.94. Accordingly, the reporting person delivered 775,000 shares of Common Stock to the Counterparty.
The price reflects a weighted average of sales made at prices ranging from $20.22 to $20.43. The Reporting Person agrees to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, information regarding the number of shares sold at each separate price.