Sec Form 4 Filing - DILLER BARRY @ IAC/INTERACTIVECORP - 2019-03-04

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 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 (MM/DD/YY) 03/04/2019 (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

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 ( 1 ) $ 0 03/04/2019 A 11,851 03/05/2019( 1 ) 03/04/2022( 1 ) Common Stock, par value $0.001 11,851 $ 0 11,851 D Restricted Stock Units ( 2 ) $ 0 03/04/2019 A 23,703 03/05/2019( 2 ) 03/04/2024( 2 ) Common Stock, par value $0.001 23,703 $ 0 23,703 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DILLER BARRY C/O IAC/INTERACTIVECORP 555 WEST 18TH STREET NEW YORK, NY10011 X Chairman & Senior Executive Signatures Barry Diller 03/06/2019 Signature of Reporting Person Date

Explanation of Responses:

( 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).

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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