Edgar Filing: IAC/INTERACTIVECORP

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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(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
__X__ Officer (give title below)	_____ Other (specify below)
Vice Chairman

(Last)

(First)

(Middle)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2017

(Street)

NEW YORK, NY 10011

4. If Amendment, Date 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

(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 ⁽¹⁾	02/10/2017		M⁽¹⁾		2,889	A	$ 0	145,067	D
Common Stock, par value $0.001 ⁽²⁾	02/10/2017		F⁽²⁾		1,579	D	$ 76.82	143,488	D
Common Stock, par value $0.001 ⁽¹⁾	02/11/2017		M⁽¹⁾		1,763	A	$ 0	145,251	D
Common Stock, par value $0.001 ⁽²⁾	02/11/2017		F⁽²⁾		920	D	$ 75.89	144,331	D
Common Stock, par value $0.001 ⁽¹⁾	02/11/2017		M⁽¹⁾		1,891	A	$ 0	146,222	D
Common Stock, par value $0.001 ⁽²⁾	02/11/2017		F⁽²⁾		987	D	$ 75.89	145,235	D

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)

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 ⁽³⁾

$ 0

02/10/2017

2,889

02/10/2017⁽³⁾

02/10/2019⁽³⁾

Common Stock, par value $0.001

2,889

$ 0

5,780

Restricted Stock Units ⁽³⁾

$ 0

02/11/2017

1,763

02/11/2015⁽³⁾

02/11/2017⁽³⁾

Common Stock, par value $0.001

1,763

$ 0

Restricted Stock Units ⁽³⁾

$ 0

02/11/2017

1,891

02/11/2016⁽³⁾

02/11/2018⁽³⁾

Common Stock, par value $0.001

1,891

$ 0

1,892

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		Vice Chairman

Signatures

Joanne Hawkins as Attorney-in-Fact for Victor Kaufman		02/14/2017
^**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)	Represents shares of IAC common stock acquired upon the vesting of restricted stock units (see footnote 3 below).
(2)	Represents shares of IAC common stock withheld to cover the payment of taxes due in connection with the vesting of restricted stock units (see footnote 3 below).
(3)	Represents restricted stock units that vested/vest in equal installments (1/3) over three years on the anniversary of the grant date (February 11, 2014, February 11, 2015 and February 10, 2016), subject to continued service and the satisfaction of certain performance goals.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.