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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^*

DILLER BARRY

(Last)

(First)

(Middle)

152 W. 57TH ST

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/23/2005

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01⁽¹⁾	08/09/2005		J⁽¹⁾		3,285,837	D	$0	0⁽²⁾	D
Common Stock, par value $0.001 ("Common Stock")⁽¹⁾	08/09/2005		J⁽¹⁾		1,642,918	A	$0	1,642,918⁽²⁾	D
Common Stock	08/23/2005		M		1,895,847	A	$6.29	3,538,765⁽²⁾	D
Common Stock	08/23/2005		F⁽³⁾		471,433	D	$25.3	3,067,332⁽²⁾	D
Common Stock	08/23/2005		F⁽⁴⁾		709,149	D	$25.3	2,358,183⁽²⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options to Purchase Common Stock⁽⁵⁾	$6.29	08/09/2005		J⁽⁵⁾		1,895,847		08/09/2005⁽⁶⁾	08/24/2005⁽⁶⁾	Common Stock	1,895,847	$0	1,895,847	D
Options to Purchase Common Stock	$6.29	08/23/2005		M			1,895,847	08/09/2005	08/24/2005	Common Stock	1,895,847	$0	0	D
Options to Purchase Common Stock⁽⁵⁾	$5.25	08/09/2005		J⁽⁵⁾		6,381,250		08/09/2005⁽⁶⁾	11/24/2005⁽⁶⁾	Common Stock	6,381,250	$0	6,381,250	D
Options to Purchase Common Stock⁽⁵⁾	$8.54	08/09/2005		J⁽⁵⁾		1,250,000		08/09/2005⁽⁶⁾	11/27/2005⁽⁶⁾	Commmon Stock	1,250,000	$0	1,250,000	D
Options to Purchase Common Stock⁽⁵⁾	$10.73	08/09/2005		J⁽⁵⁾		9,500,000		08/09/2005⁽⁶⁾	10/19/2007⁽⁶⁾	Common Stock	9,500,000	$0	9,500,000	D
Options to Purcase Common Stock⁽⁵⁾	$35.58	08/09/2005		J⁽⁵⁾		2,400,000		06/07/2010⁽⁶⁾⁽⁷⁾	06/07/2015⁽⁶⁾⁽⁷⁾	Common Stock	2,400,000	$0	2,400,000	D
Options to Purchase Common Stock⁽⁵⁾	$47.9	08/09/2005		J⁽⁵⁾		1,400,000		06/07/2010⁽⁶⁾⁽⁷⁾	06/07/2015⁽⁶⁾⁽⁷⁾	Common Stock	1,400,000	$0	1,400,000	D

Explanation of Responses:

1. Reflects the disposition of IAC Common Stock, par value $0.01 ("Old IAC Common Stock"), and the acquisition of IAC Common Stock, par value $0.001 ("New IAC Common Stock"), in each case, in connection with the spin-off by IAC/InterActiveCorp ("IAC") of Expedia, Inc. ("Expedia"), which was completed on August 9, 2005 (the "Spin-Off"). The Spin-Off, which was immediately preceded by a one-for-two reverse stock split (the "Reverse Stock Split"), was effected by way of a reclassification, pursuant to which each share of Old IAC Common Stock was reclassified into one share of New IAC Common Stock and 1/100 of a share of IAC Series 1 Mandatory Exchangeable Preferred Stock, which was automatically exchanged into one share of Expedia Common Stock.

2. Excludes shares of Old IAC Common Stock and New IAC Common Stock held by the reporting person's spouse and a family foundation, of which the reporting person is a trustee. The reporting person disclaims beneficial ownership of all shares of Old IAC Common Stock and New IAC Common Stock held by his spouse and the family foundation.

3. Represents shares of IAC Common Stock withheld to cover the payment of the exercise price in connection with the exercise of stock options.

4. Represents shares of IAC Common Stock withheld for payment of taxes due in connection with the exercise of stock options.

5. In connection with the Spin-Off, each of the reporting person's vested and unvested options to purchase shares of Old IAC Common Stock converted into vested or unvested options (as applicable) to purchase shares of New IAC Common Stock and vested or unvested options (as applicable) to purchase shares of Expedia Common Stock, with adjustments to the number of shares subject to each vested and unvested option (as applicable) and the option exercise prices based on the relative market capitalizations of IAC and Expedia after giving effect to the Spin-Off and Reverse Stock Split.

6. Other than the adjustments described in footnote 5 above, vested and unvested options to purchase New IAC Common Stock received in connection with the Spin-Off have the same terms and conditions, including the same exercise periods, as the vested and unvested options to purchase Old IAC Common Stock had immediately prior to the Spin-Off and Reverse Stock Split.

7. The terms of the initial grant provide for vesting in one lump installment on the fifth anniversary of the grant date, June 7, 2005, and expiration on the tenth anniversary of the grant date.

	Joanne Hawkins as Attorney-in-Fact for Barry Diller	08/25/2005
	** 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).
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