Sec Form 4 Filing - Schwerdtman Michael H @ IAC/INTERACTIVECORP - 2012-02-16

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
Schwerdtman Michael H
2. Issuer Name and Ticker or Trading Symbol
IAC/INTERACTIVECORP [ IACI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SVP & Controller
(Last) (First) (Middle)
C/O IAC/INTERACTIVECORP, 555 WEST 18TH STREET
3. Date of Earliest Transaction (MM/DD/YY)
02/16/2012
(Street)
NEW YORK, NY10011
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Stock, par value $0.001 ( 1 ) 02/16/2012 M( 1 ) 1,008 A $ 0 1,029 D
Common Stock, par value $0.001 02/16/2012 F( 2 ) 364 D $ 45.01 665 D
Common Stock, par value $0.001 ( 3 ) 02/17/2012 M( 3 ) 14,375 A $ 21.6 15,040 D
Common Stock, par value $0.001 02/17/2012 S 14,375 D $ 45.9 ( 4 ) 665 D
Common Stock, par value $0.001 ( 3 ) 02/17/2012 M( 3 ) 11,459 A $ 20.05 12,124 D
Common Stock, par value $0.001 02/17/2012 S 11,459 D $ 45.85 ( 5 ) 665 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Restricted Stock Units ( 6 ) $ 0 02/16/2012 M 1,008 02/16/2008( 6 ) 02/16/2012( 6 ) Common Stock, par value $0.001 1,008 $ 0 0 D
Options to purchase Common Stock, par value $0.001 ( 7 ) $ 21.6 02/17/2012 M 14,375 02/16/2011( 7 ) 02/16/2020( 7 ) Common Stock, par value $0.001 14,375 $ 0 28,750 D
Options to purchase Common Stock, par value $0.001 ( 8 ) $ 20.05 02/17/2012 M 11,459 01/31/2009( 8 ) 01/31/2018( 8 ) Common Stock, par value $0.001 11,459 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Schwerdtman Michael H
C/O IAC/INTERACTIVECORP
555 WEST 18TH STREET
NEW YORK, NY10011
SVP & Controller
Signatures
Tanya M. Stanich as Attorney-in-Fact for Michael H. Schwerdtman 02/21/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of IAC common stock acquired upon the vesting of restricted stock units (see footnote 6 below).
( 2 )Represents the withholding of shares of IAC common stock to cover the payment of taxes in connection with the vesting of restricted stock units.
( 3 )Represents shares of IAC common stock acquired upon the exercise of stock options (see footnotes 7 and 8 below).
( 4 )The price reflects a weighted average of sales made at prices ranging from $45.87 to $46.04. The reporting person agrees to provide upon request by the Staff of the Securities and Exchange Commission, IAC/InterActiveCorp, or a security holder of IAC/InterActiveCorp, information regarding the number of shares sold at each separate price.
( 5 )The price reflects a weighted average of sales made at prices ranging from $45.83 to $45.87. The reporting person agrees to provide upon request by the Staff of the Securities and Exchange Commission, IAC/InterActiveCorp, or a security holder of IAC/InterActiveCorp, information regarding the number of shares sold at each separate price.
( 6 )Represents restricted stock units that vest in five equal annual installments (20%) on February 16, 2008, February 16, 2009, February 16, 2010, February 16, 2011 and February 16, 2012.
( 7 )Represents stock options that vest in four equal annual installments (25%) on February 16, 2011, February 16, 2012, February 16, 2013 and February 16, 2014.
( 8 )Represents stock options that vest in four equal annual installments (25%) on January 31, 2009, January 31, 2010, January 31, 2011 and January 31, 2012.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).

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