UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________________________________________________________________________________

FORM 8-K

______________________________________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September ~~August 29~~13, 2017 ~~(August 28, 2017)~~

Commission File No. 001-34061

________________________________________________________________________________________________

HSN, INC.

(Exact name of registrant as specified in ~~its~~ charter)

________________________________________________________________________________________________

Delaware	001-34061	26-2590893
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

1 HSN Drive, St. Petersburg, Florida 33729		33729
(Address of principal executive offices)		(Zip Code)

Delaware		26-2590893
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
1 HSN Drive, St. Petersburg, Florida		33729
(Address of principal executive offices)		(Zip Code)

(727) 872-1000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

____________________ ~~Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~

þCheck ~~Written~~the appropriate box below if the ~~communications~~Form ~~pursuant~~8-K filing is intended to ~~Rule~~simultaneously ~~425~~satisfy ~~under~~the filing obligation of the ~~Securities~~registrant ~~Act~~under any of the following provisions (17see ~~CFR~~General ~~230~~Instruction A.~~425~~2. below):

o☐ ~~Soliciting material~~Written communications pursuant to Rule ~~14a-12~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14a-12~~425)

o☐ ~~Pre-commencement communications~~Soliciting material pursuant to Rule ~~14d~~14a-~~2(b)~~12 under the Exchange Act (17 CFR 240.~~14d~~14a-~~2(b~~12))

o☐ Pre-commencement communications pursuant to Rule ~~13e~~14d-42(cb) under the Exchange Act (17 CFR 240.~~13e~~14d-42(cb))

~~Indicate~~☐ byPre-commencement ~~check~~communications ~~mark~~pursuant ~~whether~~to ~~the registrant is an emerging growth company as defined in~~ Rule ~~405 of the Securities Act of 1933~~ 13e-4(~~17 CFR §230.405~~c) orunder ~~Rule 12b-2 of~~ the ~~Securities~~ Exchange Act ~~of 1934~~ (17 CFR §240.~~12b~~13e-24(c).)

~~Emerging~~Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 oof the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

If☐ anEmerging ~~emerging~~ growth ~~company,~~ indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ocompany

~~Item~~If ~~8.01~~an ~~Other~~emerging ~~Events~~growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

AsItem ~~previously disclosed, on July 5, 2017, HSN, Inc~~1.,01 aEntry ~~Delaware~~Into ~~corporation (the “Company”), Liberty Interactive Corporation,~~ a ~~Delaware~~Material ~~corporation~~Definitive ~~(“Parent”) and Liberty Horizon, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), entered into an~~ Agreement and Plan of Merger (the “Merger Agreement”) providing for the acquisition of the Company by Parent through a merger of Merger Sub with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent (the “Merger”). The completion of the Merger is subject, among other conditions, to the expiration or termination of the waiting period applicable to the Merger pursuant to the requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the rules promulgated thereunder.

~~The~~On ~~Company~~September 13, ~~filed~~2017, the ~~notification~~Compensation and ~~report~~Human ~~forms~~Resources ~~required~~Committee ~~pursuant~~of the Board of Directors of HSN, Inc. (the “Company”) approved an amendment to the HSN, Inc. Named Executive Officer and Executive Vice President Severance Plan (the “Plan”), ~~HSR~~as ~~Act~~permitted inunder ~~connection~~the ~~with~~terms of the Agreement and Plan of Merger, ondated as of July 285, 2017., Asby ofand ~~11:59~~among pLiberty Interactive Corporation, Liberty Horizon, Inc.m and the Company., ~~New~~This ~~York~~amendment ~~City~~provides ~~time,~~for ona ~~August~~contingent 28cutback relating to the “golden parachute” excise tax under Section 4999 of the Internal Revenue Code of 1986, ~~2017~~as amended. That is, if the ~~waiting~~amount ~~period~~of any severance payments that a participant would be entitled to receive under the ~~HSR~~Plan ~~Act~~in ~~applicable~~connection with a change in control transaction (when added to any other amounts payable to the ~~Merger~~participant ~~expired.~~in ~~Accordingly,~~connection with the ~~condition~~transaction) towould trigger the ~~completion~~excise tax on the participant, then the amount of the ~~Merger~~severance ~~relating~~and other payments will be reduced to the extent necessary to avoid the excise tax, but only ~~expiration~~if orthe ~~termination~~participant would retain a greater amount of the ~~waiting~~payments ~~period~~on ~~under~~an ~~the~~after-tax ~~HSR~~basis ~~Act~~than ~~has~~had no reduction been ~~satisfied~~made. ~~The~~Prior to ~~Merger~~this ~~remains~~amendment, ~~subject~~the toPlan provided for such a reduction regardless of the ~~satisfaction~~impact on the participant’s after-tax position. ofThis ~~other~~amendment ~~customary~~also ~~closing~~sets ~~conditions~~forth the order in which the reduction would be applied to the payments.

~~FORWARD~~The ~~LOOKING~~foregoing description ~~STATEMENTS~~of this amendment to the Plan does not purport to be complete and is qualified in its entirety by reference to the actual amendment to the Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

~~This~~Item ~~communication includes certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934~~9.01 ~~Words~~Financial ~~such as~~Statements “may,” “will,” “could,” “anticipate,” “estimate,” “expect,” “predict,” “project,” “future,” “potential,” “intend,” “plan,” “assume,” “believe,” “forecast,” “look,” “build,” “focus,” “create,” “work” “continue” or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements. These forward-looking statements include, but are not limited to, statements about the proposed acquisition (the “proposed acquisition”) of HSN, Inc. (“HSNi”) by Liberty Interactive Corporation (“Liberty Interactive”), the timing of the proposed acquisition and Liberty Interactive’s proposed transaction involving General Communication, Inc., the capitalization of the QVC Group following the proposed acquisition, the continuation of Liberty Interactive’s stock repurchase program, the realization of estimated synergies and benefits from the proposed acquisition, business strategies, market potential, future financial prospects, new service and product offerings, the renaming of Liberty Interactive and other matters that are not historical facts. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, the expected timing and likelihood of completion of the proposed acquisition, including the timing and satisfaction of conditions to the proposed acquisition that could reduce anticipated benefits or cause the parties to abandon the transaction, the ability to successfully integrate the businesses, risks related to disruption of management time from ongoing business operations due to the proposed transaction, the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the common stock of HSNi or Liberty Interactive, the risk that the proposed transaction and its announcement could have an adverse effect on the ability of HSNi and Liberty Interactive to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally, market conditions conducive to stock repurchases, the risk of the amount of any future dividend HSNi may pay, and other factors. These forward-looking statements speak only as of the date of this communication, and Liberty Interactive, QVC, Inc. (“QVC”) and HSNi expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Liberty Interactive’s, QVC’s or HSNi’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of Liberty Interactive, QVC and HSNi, including the most recent Forms 10-K and 10-Q for additional information about Liberty Interactive, QVC and HSNi and about the risks and uncertainties related to the business of each of Liberty Interactive, QVC and HSNi which may affect the statements made in this presentation.Exhibits

No(d) ~~Offer or Solicitation~~Exhibits

~~This communication relates to a proposed business combination between HSNi and Liberty Interactive~~10.1 ~~This~~Amendment ~~announcement~~1 ~~is for informational purposes only and nothing contained in this communication shall constitute an offer~~ to ~~buy or a solicitation of an offer to sell any securities or~~ the ~~solicitation of~~HSN, ~~any vote in any jurisdiction~~Inc. NoNamed ~~offer~~Executive ofOfficer ~~securities~~and ~~shall~~Executive beVice ~~made~~President ~~except~~Severance ~~by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.~~Plan

~~Additional~~INDEX ~~Information~~TO EXHIBITS

Liberty Interactive stockholders, HSNi stockholders and other investors are urged to read the registration statement and the proxy statement/prospectus to be filed regarding the proposed acquisition and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information about the proposed acquisition. Any definitive proxy statement(s) (if and when available) will be mailed to stockholders of HSNi. Copies of these SEC filings are available free of charge at the SEC’s website (http://www.sec.gov). Copies of the filings together with the materials incorporated by reference therein are also available, without charge, by directing a request to Liberty Interactive Corporation, 12300 Liberty Boulevard, Englewood, Colorado 80112, Attention: Investor Relations, Telephone: (720) 875-5420. Copies of documents filed with the SEC by HSNi will be made available free of charge on HSNi’s website at http://www.hsni.com or by contacting HSNi’s Investor Relations Department at HSN, Inc., 1 HSN Drive, St. Petersburg, Florida 33729, Attention Investor Relations, Telephone: (727) 872-1000, email: ir@hsn.net.

Exhibit No.	Description

10.1	Amendment 1 to the HSN, Inc. Named Executive Officer and Executive Vice President Severance Plan

~~Participants in the Solicitation~~SIGNATURES

~~The directors and executive~~Pursuant ~~officers of HSNi and other persons may be deemed~~ to ~~be participants in~~ the ~~solicitation~~requirements of ~~proxies from~~ the ~~holders~~Securities ofExchange ~~HSNi~~Act ~~common stock in respect~~ of ~~the~~1934, ~~proposed acquisition. Information regarding~~ the ~~directors~~Registrant ~~and~~has ~~executive~~duly ~~officers~~caused ofthis ~~HSNi~~report isto ~~available~~be ~~in its~~signed ~~definitive proxy statement for HSNi’s 2017 Annual Meeting of Stockholders, which was filed with the SEC~~ on ~~April~~its ~~10,~~behalf ~~2017 and in the other documents filed after the date thereof~~ by ~~HSNi with~~ the ~~SEC.~~undersigned ~~Investors~~hereunto ~~may~~duly ~~obtain additional information regarding the interests of such participants by reading the proxy statement/prospectus regarding the proposed transaction when it becomes available~~authorized. ~~Free copies of these documents may be obtained as described in the preceding paragraph.~~

SIGNATURES

	HSN, Inc.

Date: September 15, 2017	By:	/s/ Rod Little
		Rod Little
		Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, HSN, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 29, 2017

HSN, INC. By: /s/ Rod R. Little Name: Rod R. Little Title: Chief Financial Officer

Filing Compare · HSN, Inc.