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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

GINSBERG GARY L

(Last)

(First)

(Middle)

ONE TIME WARNER CENTER

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TIME WARNER INC. [ TWX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2017

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 $.01	02/15/2017		M⁽¹⁾		9,933	A	$0⁽²⁾	32,165	D
Common Stock, Par Value $.01	02/15/2017		F⁽³⁾		5,544	D	$96.32	26,621	D
Common Stock, Par Value $.01	02/15/2017		M⁽⁴⁾		2,559	A	$0⁽²⁾	29,180	D
Common Stock, Par Value $.01	02/15/2017		F⁽³⁾		1,428	D	$96.32	27,752	D
Common Stock, Par Value $.01	02/15/2017		M⁽⁴⁾		1,048	A	$0⁽²⁾	28,800	D
Common Stock, Par Value $.01	02/15/2017		F⁽³⁾		584	D	$96.32	28,216	D
Common Stock, Par Value $.01	02/15/2017		M⁽⁴⁾		939	A	$0⁽²⁾	29,155	D
Common Stock, Par Value $.01	02/15/2017		F⁽³⁾		524	D	$96.32	28,631	D
Common Stock, Par Value $.01	02/15/2017		M⁽⁴⁾		1,264	A	$0⁽²⁾	29,895	D
Common Stock, Par Value $.01	02/15/2017		F⁽³⁾		705	D	$96.32	29,190	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)
Performance Stock Units	⁽²⁾	02/15/2017		M			9,933	02/15/2017	02/15/2017	Common Stock, Par Value $.01	9,933	$0	0	D
Restricted Stock Units	⁽²⁾	02/15/2017		M			2,559	⁽⁵⁾	⁽⁵⁾	Common Stock, Par Value $.01	2,559	$0	39,228⁽⁹⁾	D
Restricted Stock Units	⁽²⁾	02/15/2017		M			1,048	⁽⁶⁾	⁽⁶⁾	Common Stock, Par Value $.01	1,048	$0	38,180⁽⁹⁾	D
Restricted Stock Units	⁽²⁾	02/15/2017		M			939	⁽⁷⁾	⁽⁷⁾	Common Stock, Par Value $.01	939	$0	37,241⁽⁹⁾	D
Restricted Stock Units	⁽²⁾	02/15/2017		M			1,264	⁽⁸⁾	⁽⁸⁾	Common Stock, Par Value $.01	1,264	$0	35,977⁽⁹⁾	D

Explanation of Responses:

1. On February 15, 2014 and April 15, 2014, the Reporting Person was awarded 4,134 and 853, respectively, target performance stock units (as adjusted for the spin-off of Time Inc.) with a three-year performance period ending December 31, 2016. As previously reported on a Form 4 (filed with the SEC on January 27, 2017), on January 26, 2017, the Compensation and Human Development Committee approved a payout of 199.2% of the target PSUs under the performance standards set in 2014, based on (i) the Issuer's cumulative Adjusted EPS achieved during the performance period, which resulted in an Adjusted EPS factor of 166%, and (ii) its total stockholder return for the performance period compared to other companies in the S&P 500, which resulted in a TSR modifier of 120%. The PSU payout factor is determined by multiplying the Adjusted EPS factor and the TSR modifier. On February 15, 2017, the Reporting Person acquired 9,933 shares of common stock upon the vesting of the PSUs, which, due to rounding, is one fewer share than the number of PSUs reported on the Form 4 filed on January 27, 2017.

2. Each performance stock unit or restricted stock unit represents a contingent right to receive one share of common stock. The Reporting Person received one share of common stock for each performance stock unit or restricted stock unit that vested.

3. Payment of tax liability by withholding shares of common stock incident to the vesting of performance stock units or restricted stock units in accordance with Rule 16b-3.

4. Shares of common stock acquired upon the vesting of restricted stock units awarded on February 15, 2013, February 15, 2014, February 15, 2015 and February 15, 2016.

5. These restricted stock units vest in two equal installments on the third and fourth anniversaries of the date of grant, February 15, 2013.

6. These restricted stock units vest in four equal installments on the first four anniversaries of the date of grant, February 15, 2014.

7. These restricted stock units vest in four equal installments on the first four anniversaries of their date of grant, February 15, 2015.

8. These restricted stock units vest in four equal installments on the first four anniversaries of their date of grant, February 15, 2016.

9. These restricted stock units include (i) restricted stock units that vest in four equal installments on the first four anniversaries of the following dates of grant: February 15, 2014, February 15, 2015 and February 15, 2016; (ii) restricted stock units that vest in four equal installments on February 15, 2016 and the second, third and fourth anniversaries of the date of grant, April 15, 2014; (iii) restricted stock units that are scheduled to vest in four equal installments on each anniversary of February 15, 2017; and (iv) restricted stock units that are scheduled to vest in four equal installments on each anniversary of February 15, 2018.

	By: Brenda C. Karickhoff for Gary L. Ginsberg	02/17/2017
	** 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.