Sec Form 4 Filing - BLATT GREGORY R @ IAC/INTERACTIVECORP - 2013-03-05

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 BLATT GREGORY R 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) CEO (Last) (First) (Middle) C/O IAC/INTERACTIVECORP, 555 WEST 18TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 03/05/2013 (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 03/05/2013 A( 1 ) 87,991 A $ 40.99 362,485 D Common Stock, par value $0.001 03/05/2013 S( 2 ) 34,510 D $ 41.64 ( 3 ) 327,975 D Common Stock, par value $0.001 03/05/2013 S( 2 ) 53,481 D $ 42.24 ( 3 ) 274,494 D Common Stock, par value $0.001 03/06/2013 A( 1 ) 80,561 A $ 42.61 355,055 D Common Stock, par value $0.001 03/06/2013 S( 2 ) 80,561 D $ 42.38 ( 3 ) 274,494 D Common Stock, par value $0.001 03/07/2013 A( 1 ) 79,955 A $ 42.3 354,499 D Common Stock, par value $0.001 03/07/2013 S( 2 ) 79,955 D $ 42.33 ( 3 ) 274,494 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BLATT GREGORY R C/O IAC/INTERACTIVECORP 555 WEST 18TH STREET NEW YORK, NY10011 X CEO Signatures Tanya M. Stanich as Attorney-in-Fact for Gregory R. Blatt 03/07/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of IAC common stock acquired directly from IAC/InterActiveCorp ("IAC") on March 5-7, 2013 in settlement of a compensation award (the "Match Award") made on February 18, 2009 in connection with the reporting person's appointment as CEO of Match.com. The payment made is based on a valuation of Match.com as a standalone business, and the terms of the Match Award provide IAC with the ability to settle the resulting value in either cash or shares of IAC common stock, at its election. IAC elected to settle in shares of stock. ( 2 )Represents the open market sale of the shares of IAC common stock received by the reporting person as described in footnote (1). The staggered exercises and sales were intended to minimize the differential (positive or negative) between the resulting value to the reporting person and what he would have received in the case of a cash settlement. ( 3 )The price reflects the weighted average of sales made at prices ranging from $40.99 to $41.98 (3/5/13), $42.01 to $42.49 (3/5/13), $42.18 to $42.84 (3/6/13) and $42.44 to $42.67 (3/7/13). The reporting person agrees to provide upon request by the Staff of the Securities and Exchange Commission, IAC/InterActiveCorp or any security holder of IAC/InterActiveCorp, information regarding the number of shares sold at each separate price.

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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