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 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 *
Liberty Interactive Corp
   2. Issuer Name and Ticker or Trading Symbol
HSN, Inc. [HSNI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
12300 LIBERTY BOULEVARD		 3. Date of Earliest Transaction (Month/Day/Year)
09/09/2013
(Street)

ENGLEWOOD, CO 80112		 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

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1% sr. exchangeable debentures due 2043 (obligation to sell) (1) (2) 09/09/2013   S(1)(2)   $ 400,000,000     (2) 09/28/2043 Common Stock 5,383,200 $ 400,000,000 $ 400,000,000 (1) I Held through wholly owned subsidiary

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Liberty Interactive Corp
12300 LIBERTY BOULEVARD
ENGLEWOOD, CO 80112		     X    

Signatures

 Richard N. Baer, Senior Vice President and General Counsel   09/11/2013
**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) On September 9, 2013, a wholly owned subsidiary of the reporting person sold $400,000,000 aggregate principal amount of its 1% senior exchangeable debentures due 2043 to qualified institutional buyers in a private sale pursuant to Rule 144A. Each $1,000 principal amount of the debentures is initially exchangeable for 13.4580 shares of the issuer's common stock. Upon exchange at the option of the holder, the reporting person may elect physical or cash settlement or a combination thereof.
(2) Exchangeable at the option of the holders at any time after the occurrence of certain triggering events, based on: (i) after March 31, 2014, (x) the closing price of the issuer's common stock and/or (y) the trading price of the debentures compared to the aggregate trading price of the underlying shares of the issuer's common stock; (ii) during specified periods in connection with a call by the reporting person of the debentures or the occurrence of a "fundamental change"; (iii) at any time on or after July 7, 2016 until October 3, 2016; and (iv) at any time on or after July 2, 2043 until September 28, 2043.

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