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*
TIME WARNER INC

(Last) (First) (Middle)
ONE TIME WARNER CENTER

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TIME WARNER TELECOM INC [ TWTC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/26/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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
Class A Common Stock 09/26/2006 C(1)(2) 33,322,915 A $0(1)(2) 33,322,915 I By Subsidiaries(1)(2)
Class A Common Stock 09/26/2006 S(1)(2) 33,322,915 D $16.8437(1)(2) 0 I By Subsidiaries(1)(2)
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
Class B Common Stock $0(1)(2) 09/26/2006 C(1)(2) 33,322,915 (1)(2) (1)(2) Class A Common Stock 33,322,915 $0(1)(2) 0(3) I By Subsidiaries(3)
1. Name and Address of Reporting Person*
TIME WARNER INC

(Last) (First) (Middle)
ONE TIME WARNER CENTER

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
WARNER COMMUNICATIONS INC

(Last) (First) (Middle)
C/O TIME WARNER INC.
ONE TIME WARNER CENTER

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
TIME WARNER COMPANIES INC

(Last) (First) (Middle)
C/O TIME WARNER INC.
ONE TIME WARNER CENTER

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
TW/TAE, Inc.

(Last) (First) (Middle)
C/O TIME WARNER INC.
ONE TIME WARNER CENTER

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The transactions reported in this Form 4 report were made in connection with a registered public offering pursuant to an Underwriting Agreement dated September 20, 2006, pursuant to which Warner Communications Inc. ("WCI"), Time Warner Companies, Inc. ("TWC") and TW/TAE, Inc. ("TW/TAE"), each a wholly-owned indirect subsidiary of Time Warner Inc. ("Time Warner" and, collectively with WCI, TWC and TW/TAE, the "Reporting Persons"), agreed to sell to the underwriters at a price of $16.8437 per share up to an aggregate of 33,322,915 shares of Time Warner Telecom Inc. ("TWTC") Class A Common Stock (28,159,106 shares by WCI, 3,367,609 shares by TWC and 1,796,200 shares by TW/TAE). Prior to the sale, WCI, TWC and TW/TAE converted the same number of shares of Class B Common Stock of TWTC into shares of Class A Common Stock of TWTC on a share-for-share basis.
2. Each share of TWTC Class B Common Stock is convertible on a share-for-share basis into TWTC Class A Common Stock.
3. See Exhibit 99 - Joint Filer Information
Remarks:
Brenda C. Karickhoff, Senior Vice President of Time Warner Inc. 09/27/2006
** 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).
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