Edgar Filing: DILLER BARRY

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 ^*

DILLER BARRY

2. Issuer Name and Ticker or Trading Symbol
IAC/INTERACTIVECORP [IAC]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chairman & Senior Executive

(Last)

(First)

(Middle)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2019

(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)
			Code	V	Amount	(A) or (D)	Price

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 ⁽¹⁾

$ 0

03/04/2019

11,851

03/05/2019⁽¹⁾

03/04/2022⁽¹⁾

Common Stock, par value $0.001

11,851

$ 0

11,851

Restricted Stock Units ⁽²⁾

$ 0

03/04/2019

23,703

03/05/2019⁽²⁾

03/04/2024⁽²⁾

Common Stock, par value $0.001

23,703

$ 0

23,703

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DILLER BARRY C/O IAC/INTERACTIVECORP 555 WEST 18TH STREET NEW YORK, NY 10011	X		Chairman & Senior Executive

Signatures

Barry Diller		03/06/2019
^**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 performance-based restricted stock units that vest on any day during the three year period following the grant date after the average closing trading price price per share of IAC common stock over any 10 consecutive trading day period is equal to or greater than $267.00, subject to the reporting person's employment on the date the performance requirement is satisfied. Shares of IAC common stock acquired upon the vesting of these performance-based restricted stock units may not be sold until the earlier of: (x) one year from the vesting date or (y) the original term of the award (three years).
(2)	Represents performance-based restricted stock units that vest on any day during the five year period following the grant date after the average closing trading price price per share of IAC common stock over any 10 consecutive trading day period is equal to or greater than $333.75, subject to the reporting person's employment on the date the performance requirement is satisfied. Shares of IAC common stock acquired upon the vesting of these performance-based restricted stock units may not be sold until the earlier of: (x) one year from the vesting date or (y) the original term of the award (five years).

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