SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
KHOSROWSHAHI DARA

(Last) (First) (Middle)
152 WEST 57TH STREET

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
INTERACTIVECORP [ IACI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP & CFO
3. Date of Earliest Transaction (Month/Day/Year)
11/20/2003
4. If Amendment, Date of 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
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
Common Stock 11/20/2003 M 5,000 A $6.67 73,025 D
Common Stock 11/20/2003 S(1) 724 D $31.71 72,301 D
Common Stock 11/20/2003 S(1) 4,076 D $31.73 68,225 D
Common Stock 11/20/2003 S(1) 200 D $31.74 68,025 D
Common Stock 11/21/2003 M 5,000 A $6.67 73,025 D
Common Stock 11/21/2003 S(1) 2,500 D $31.53 70,525 D
Common Stock 11/21/2003 S(1) 2,500 D $31.4 68,025 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 (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 Securities Underlying Derivative Security (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: 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
Stock Option (Right to Buy) $6.67 11/20/2003 M 5,000 06/23/2003 02/24/2010 Common Stock 5,000 $0 60,520 D
Stock Option (Right to Buy) $6.67 11/21/2003 M 5,000 06/23/2003 02/24/2010 Common Stock 5,000 $0 55,520 D
Explanation of Responses:
1. This sale was effected pursuant to the terms of 10b5-1 sales plan adopted by the reporting person on November 20, 2003.
Remarks:
Exhibit ListExhibit 24.1 -- Power of Attorney
Joanne Hawkins as Attorney-in-Fact for Dara Khosrowshahi 11/24/2003
** Signature of Reporting Person Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
POWER OF ATTORNEY

Know all by these presents, that the undersigned herby
constitutes and appoints each of Julius Genachowski
and Joanne Hawkins, signing singly, the undersigned's
true and lawful attorney-in-fact to:

(1)	execute for and on behalf of the
undersigned, in the undersigned's capacity
as an officer and/or director of USA
Interactive (the 'Company'), Forms 3, 4, and
5 in accordance with section 16(a) of the
Securities Exchange Act of 1934 and the
rules thereunder and form ID to obtain EDGAR
codes for use in filing forms 3, 4, and 5;

(2)	do and perform any and all acts for and on
behalf of the undersignedwhich may be
necessary or desirable to complete and
execute any such Form 3, 4, or 5 or Form ID,
complete and execute any amendment or
amendments thereto, and timely file such
form with the United States Securities and
Exchange Commission and any stock exchange
or similar authority; and

(3)	take any other action of any type whatsoever
in connection with theforegoing which, in
the opinion of such attorney-in-fact, may be
of benefit to, in the best interest of, or
legally required by, the undersigned, it
being understood that the documents executed
by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of
Attorney shall be in such form and shall
contain such terms and conditions as such
attorney-in-fact may approve in such
attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-
in-fact full power and authority to do and perform any
and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any
of the rights and powers herein granted, as fully to
all intents and purposes as the undersigned might or
could do if personally present, with full power of
substitution or revocation, herby ratifying and
confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this
power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving such a
capacity at the request of the undersigned, are not
assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section
16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to
file forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in
securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned had caused this
Power of  Attorney to be executed as of this 2nd day of
September, 2002.




/s/ DARA KHOSROWSHAHI
Signature


DARA KHOSROWSHAHI
Print Name