0000950157-18-000726.txt : 20180618 0000950157-18-000726.hdr.sgml : 20180618 20180618143117 ACCESSION NUMBER: 0000950157-18-000726 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180614 FILED AS OF DATE: 20180618 DATE AS OF CHANGE: 20180618 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Magee Karen CENTRAL INDEX KEY: 0001298014 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15062 FILM NUMBER: 18904297 MAIL ADDRESS: STREET 1: TIME WARNER INC. STREET 2: ONE TIME WARNER CENTER CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WARNER MEDIA, LLC CENTRAL INDEX KEY: 0001105705 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 822449954 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE TIME WARNER CENTER CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2124848000 MAIL ADDRESS: STREET 1: ONE TIME WARNER CENTER CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: TIME WARNER LLC DATE OF NAME CHANGE: 20180615 FORMER COMPANY: FORMER CONFORMED NAME: TIME WARNER INC. DATE OF NAME CHANGE: 20071211 FORMER COMPANY: FORMER CONFORMED NAME: TIME WARNER INC DATE OF NAME CHANGE: 20031015 4 1 form4.xml X0306 4 2018-06-14 true 0001105705 WARNER MEDIA, LLC TWX 0001298014 Magee Karen ONE TIME WARNER CENTER NEW YORK NY 10019 true Executive Vice President Common Stock, Par Value $.01 2018-06-14 4 D 0 23430 D 0 D Employee Stock Options (Right to Buy) 30.11 2018-06-14 4 D 0 12517 D 2020-03-31 Common Stock, Par Value $.01 12517 0 D Employee Stock Options (Right to Buy) 34.62 2018-06-14 4 D 0 20872 D 2021-02-06 Common Stock, Par Value $.01 20872 0 D Employee Stock Options (Right to Buy) 35.93 2018-06-14 4 D 0 22127 D 2022-02-14 Common Stock, Par Value $.01 22127 0 D Employee Stock Options (Right to Buy) 62.6 2018-06-14 4 D 0 19081 D 2024-02-14 Common Stock, Par Value $.01 19081 0 D Employee Stock Options (Right to Buy) 62.26 2018-06-14 4 D 0 23361 D 2026-02-14 Common Stock, Par Value $.01 23361 0 D Employee Stock Options (Right to Buy) 83.87 2018-06-14 4 D 0 70142 D 2025-02-14 Common Stock, Par Value $.01 70142 0 D Restricted Stock Units 2018-06-14 4 D 0 28882 D 2018-06-14 2018-06-14 Common Stock, Par Value $.01 28882 0 D Performance Stock Units 2018-06-14 4 A 0 9720 0 A 2018-06-14 2018-06-14 Common Stock, Par Value $.01 9720 9720 D Performance Stock Units 2018-06-14 4 D 0 9720 D 2018-06-14 2018-06-14 Common Stock, Par Value $.01 9720 0 D On June 14, 2018, AT&T Inc., a Delaware corporation ("AT&T"), acquired Time Warner Inc. (the "Company") pursuant to that certain Agreement and Plan of Merger, dated October 22, 2016, by and among the Company, AT&T, West Merger Sub, Inc., a wholly owned subsidiary of AT&T, and West Merger Sub II, LLC, a wholly owned subsidiary of AT&T (the "Merger Agreement"). The acquisition is more fully described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on January 9, 2017. In accordance with the terms of the Merger Agreement, each share of the Company's common stock was exchanged for 1.437 (the "Exchange Ratio") shares of AT&T common stock plus $53.75 in cash (together, the "Merger Consideration"). Each acquisition and disposition reported in this Form 4 is an exempt transaction. Pursuant to the Merger Agreement, each outstanding option to purchase the Company's common stock (a "Company Option"), whether vested or unvested, was converted into an option to acquire a number of shares of AT&T common stock equal to the number of shares of Company common stock under such Company Option, subject to the vesting and other terms in the applicable Company Option award agreement, except that the exercise price and the number of shares of AT&T common stock issuable upon exercise of such Company Option were adjusted based on the option exchange ratio determined under a formula in the Merger Agreement (which yields approximately 3.0757). Each restricted stock unit represented a contingent right to receive one share of the Company's common stock. Pursuant to the Merger Agreement, each outstanding restricted stock unit with respect to the Company's common stock (a "Company Employee RSU"), whether vested or unvested, was converted into (i) the right to receive a cash payment equal to $53.75 plus any Retained Distributions (as defined in the applicable Company Employee RSU award agreement) related to the applicable Company Employee RSU and (ii) restricted stock units with respect to 1.437 shares of AT&T common stock, which is equal to the Exchange Ratio (with any fractional AT&T restricted stock units resulting from the product of the Exchange Ratio and the number of Company Employee RSUs in an award converted into cash and treated as a Retained Distribution), in each case, subject to the vesting and payment terms in the applicable Company Employee RSU award agreement. Each performance stock unit (a "Company PSU") represented a right to receive one share of the Company's common stock. Each Company PSU vested upon the closing of the acquisition. On February 15, 2016, the Reporting Person was awarded 4,860 target Company PSUs subject to the achievement of applicable performance criteria. Effective on June 14, 2018, in accordance with the terms of the applicable Company PSU award agreement, in connection with the closing of the acquisition, the Compensation and Human Development Committee approved a payout of 200% of the target Company PSUs under the performance standards set in 2016, subject to the closing of the acquisition. Pursuant to the Merger Agreement, each outstanding Company PSU, whether vested or unvested, was canceled in exchange for the Merger Consideration, plus any Retained Distributions (as defined in the applicable Company PSU award agreement) related to the applicable Company PSU. By: Brenda C. Karickhoff for Karen Magee 2018-06-18