CUSIP No. 730843 10 9

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)

Points Investments, Inc.
57-1161421

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
33,056,370*

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
33,056,370*

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
33,056,370*

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
23.0%*

12.

Type of Reporting Person (See Instructions)
CO

CUSIP No. 730843 10 9

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)

IAC/InterActiveCorp
59-2712887

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
33,056,370*

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
33,056,370*

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
33,056,370*

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
23.0%*

12.

Type of Reporting Person (See Instructions)
CO

CUSIP No. 730843 10 9

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)

Barry Diller

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
33,056,370*

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
33,056,370*

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
33,056,370*

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
23.0%*

12.

Type of Reporting Person (See Instructions)
IN

Item 1.

(a)

Name of Issuer

Points International Ltd.

(b)

Address of Issuer’s Principal Executive Offices

179 John Street, 8th Floor
Toronto, Ontario
M5T 1X4

Item 2.

(a)

Name of Person Filing
Points Investments, Inc., IAC/InterActiveCorp and Barry Diller.  The persons named in this paragraph are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.”

(b)

Address of Principal Business Office or, if none, Residence

Points Investments, Inc.
c/o IAC/InterActiveCorp
152 W. 57th Street
New York, NY 10019

IAC/InterActiveCorp
152 W. 57th Street
New York, NY 10019

Barry Diller
c/o IAC/InterActiveCorp
152 W. 57th Street
New York, NY 10019

(c)

Citizenship

The following Reporting Persons are corporations organized under the laws of the state of Delaware:  Points Investments, Inc. and IAC/InterActiveCorp.

The following Reporting Person is a citizen of the United States:   Barry Diller.

(d)

Title of Class of Securities

Common Shares

(e)

CUSIP Number

730843 10 9

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing
is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Not Applicable.

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:     33,056,370

(b)

Percent of class:     23.0%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote     0

(ii)

Shared power to vote or to direct the vote     33,056,370

(iii)

Sole power to dispose or to direct the disposition of     0

(iv)

Shared power to dispose or to direct the disposition of     33,056,370

Amounts reported in this Item 4 assume the conversion by the Reporting Persons of Series 2 Preferred into 24,028,016 Common Shares and conversion of Series 4 Preferred into 5,411,434 Common Shares.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

Not Applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not Applicable.

Item 8.

Identification and Classification of Members of the Group

Not Applicable.

Item 9.

Notice of Dissolution of Group

Not Applicable.

Item 10.

Certification

Not Applicable.

Points Investments, Inc.

By:

/s/ Joanne Hawkins

Name:

Joanne Hawkins

Title:

Secretary

IAC/InterActiveCorp

By:

/s/ Joanne Hawkins

Name:

Joanne Hawkins

Title:

SVP and Deputy General Counsel

       /s/ Barry Diller

Barry Diller