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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Ronon Lynne
   2. Issuer Name and Ticker or Trading Symbol
HSN, Inc. [HSNI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, Merchandising of HSN
(Last)
(First)
(Middle)
C/O HSN, INC., 1 HSN DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
05/06/2011
(Street)

ST. PETERSBURG, FL 33729		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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, par value $0.01 per share 05/06/2011   M   5,000 A $ 16.46 12,876 D  
Common Stock, par value $0.01 per share 05/06/2011   S   5,000 D $ 33.8 (1) 7,876 D  
Common Stock, par value $0.01 per share 05/06/2011   M   16,777 A $ 4.24 24,653 D  
Common Stock, par value $0.01 per share 05/06/2011   D   10,802 D $ 33.88 13,851 D  
Common Stock, par value $0.01 per share 05/06/2011   F(2)   5,975 D $ 33.88 7,876 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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
Options to Purchase Common Stock $ 16.46 05/06/2011   M     5,000 01/31/2009 01/31/2018 Common Stock, par value $0.01 per sahre 5,000 $ 0 8,957 D  
Stock Appreciation Rights $ 4.24 05/06/2011   M     16,777 02/25/2010 02/25/2019 Common Stock, par value $0.01 per share 16,777 $ 0 8,389 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Ronon Lynne
C/O HSN, INC.
1 HSN DRIVE
ST. PETERSBURG, FL 33729		       EVP, Merchandising of HSN  

Signatures

 /s/ Linda C. Frazier, as attorney-in-fact   05/10/2011
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) This transaction was executed in multiple trades ranging from $33.72 to $33.93 per share. The price above reflects the weighted average sales price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transaction was effected upon request to the SEC staff, the issuer or a security holder of the issuer
(2) Reflects shares of HSN, Inc. withheld to cover the taxes and exercise price in connection with the exercise of the stock appreciation rights and sale of the resulting shares.

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