Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 ^*

MARTINEZ MARIA D.

2. Date of Event Requiring Statement (Month/Day/Year)
02/11/2015

3. Issuer Name and Ticker or Trading Symbol
HSN, Inc. [HSNI]

(Last)

(First)

(Middle)

C/O HSN, INC., 1 HSN DRIVE

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Human Resources Officer

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

SAINT PETERSBURG, FL 33729

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	538.691	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	⁽¹⁾	⁽¹⁾	Common Stock, par value $0.01 per share	750.86	$ 0	D
Restricted Stock Units	⁽²⁾	⁽²⁾	Common Stock, par value $0.01 per share	2,536.787	$ 0	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Common Stock, par value $0.01 per share	969.743	$ 0	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock, par value $0.01 per share	1,128.376	$ 0	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock, par value $0.01 per share	1,196	$ 0	D
Stock Appreciation Rights	02/12/2014⁽⁶⁾	02/12/2023	Common Stock, par value $0.01 per share	2,463	$ 59.3	D
Stock Appreciation Rights	02/12/2015⁽⁷⁾	02/12/2024	Common Stock, par value $0.01 per share	4,010	$ 54.86	D
Stock Appreciation Rights	02/10/2016⁽⁸⁾	02/10/2025	Common Stock, par value $0.01 per share	11,429	$ 65.24	D

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MARTINEZ MARIA D. C/O HSN, INC. 1 HSN DRIVE SAINT PETERSBURG, FL 33729			Chief Human Resources Officer

Signatures

/s/ Harold Herman, as attorney-in-fact		02/12/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	All of such Restricted Stock Units ("RSUs") vest on July 6, 2015. Shares will be delivered on a one-for-one basis shortly after vesting.
(2)	All of such RSUs vest on February 21, 2015. Shares will be delivered on a one-for-one basis shortly after vesting
(3)	All of such RSUs vest on February 12, 2016. Shares will be delivered on a one-for-one basis shortly after vesting
(4)	All of such RSUs vest on February 12, 2017. Shares will be delivered on a one-for-one basis shortly after vesting
(5)	All of such RSUs vest on Febuary 10, 2018. Shares will be delivered on a one-for-one basis shortly after vesting.
(6)	Of the 2,463 Stock Appreciation Rights ("SARs"), 1,641 are currently exercisable and the balance will vest on February 12, 2016.
(7)	Of the 4,010 SARs, 1,336 are currently exercisable and the balance will vest equally over a two year period beginning on February 12, 2016.
(8)	The SARs vest annually, in equal installments, over a three-year period beginning on February 10, 2016.
Remarks: Exhibit List Exhibit 24 - Power of Attorney

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