0001127602-16-041896.txt : 20160217 0001127602-16-041896.hdr.sgml : 20160217 20160217171627 ACCESSION NUMBER: 0001127602-16-041896 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160215 FILED AS OF DATE: 20160217 DATE AS OF CHANGE: 20160217 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TIME WARNER INC. CENTRAL INDEX KEY: 0001105705 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 134099534 STATE OF INCORPORATION: DE 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 INC DATE OF NAME CHANGE: 20031015 FORMER COMPANY: FORMER CONFORMED NAME: AOL TIME WARNER INC DATE OF NAME CHANGE: 20000208 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CAPPUCCIO PAUL T CENTRAL INDEX KEY: 0001237444 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15062 FILM NUMBER: 161434314 MAIL ADDRESS: STREET 1: TIME WARNER INC. STREET 2: ONE TIME WARNER CENTER CITY: NEW YORK STATE: NY ZIP: 10019 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2016-02-15 0001105705 TIME WARNER INC. TWX 0001237444 CAPPUCCIO PAUL T ONE TIME WARNER CENTER NEW YORK NY 10019-8016 1 EVP and General Counsel Common Stock, Par Value $.01 2016-02-15 4 M 0 34165 0 A 135447 D Common Stock, Par Value $.01 2016-02-15 4 F 0 17687 62.26 D 117760 D Common Stock, Par Value $.01 2016-02-15 4 M 0 13393 0 A 131153 D Common Stock, Par Value $.01 2016-02-15 4 F 0 6933 62.26 D 124220 D Common Stock, Par Value $.01 2016-02-15 4 M 0 9379 0 A 133599 D Common Stock, Par Value $.01 2016-02-15 4 F 0 4855 62.26 D 128744 D Common Stock, Par Value $.01 2016-02-15 4 M 0 3843 0 A 132587 D Common Stock, Par Value $.01 2016-02-15 4 F 0 1989 62.26 D 130598 D Common Stock, Par Value $.01 2016-02-15 4 M 0 3547 0 A 134145 D Common Stock, Par Value $.01 2016-02-15 4 F 0 1836 62.26 D 132309 D Common Stock, Par Value $.01 2016-02-16 4 M 0 85620 34.65 A 217929 D Common Stock, Par Value $.01 2016-02-16 4 S 0 72520 62.81 D 145409 D Common Stock, Par Value $.01 2016-02-16 4 S 0 13100 63.30 D 132309 D Common Stock, Par Value $.01 284 I By Savings Plan Performance Stock Units 2016-02-15 4 M 0 34165 0 D 2016-02-15 2016-02-15 Common Stock, Par Value $.01 34165 0 D Restricted Stock Units 2016-02-15 4 M 0 13393 0 D Common Stock, Par Value $.01 13393 44478 D Restricted Stock Units 2016-02-15 4 M 0 9379 0 D Common Stock, Par Value $.01 9379 35099 D Restricted Stock Units 2016-02-15 4 M 0 3843 0 D Common Stock, Par Value $.01 3843 31256 D Restricted Stock Units 2016-02-15 4 M 0 3547 0 D Common Stock, Par Value $.01 3547 27709 D Employee Stock Option (Right to Buy) 62.26 2016-02-15 4 A 0 83607 0 A 2026-02-14 Common Stock, Par Value $.01 83607 83607 D Employee Stock Option (Right to Buy) 34.65 2016-02-16 4 M 0 85620 0 D 2016-03-02 Common Stock, Par Value $.01 85620 0 D On February 15, 2013, the Reporting Person was awarded 18,001 target performance stock units (as adjusted for the spin-off of Time Inc.) with a three-year performance period ending December 31, 2015. As previously reported on a Form 4 (filed with the SEC on January 28, 2016), on January 27, 2016, the Compensation and Human Development Committee approved a payout of 189.8% of the target PSUs under the performance standards set in 2013, based on (i) the Issuer's cumulative Adjusted EPS achieved during the performance period, which resulted in an Adjusted EPS factor of 183%, 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 103.7%. The PSU payout factor is determined by multiplying the Adjusted EPS factor and the TSR modifier. On February 15, 2016, the Reporting Person acquired 34,165 shares of common stock upon the vesting of the performance stock units. 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. 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. Shares of common stock acquired upon the vesting of restricted stock units awarded on February 15, 2012, February 15, 2013, February 15, 2014 and February 15, 2015. The Time Warner Savings Plan, a qualified employee benefit plan (the "Savings Plan"). Includes shares of common stock acquired through the reinvestment of dividends paid on the common stock held by the Savings Plan. These restricted stock units vest in two equal installments on the third and fourth anniversaries of the date of grant, February 15, 2012. These restricted stock units vest in two equal installments on the third and fourth anniversaries of their date of grant, February 15, 2013. These restricted stock units vest in four equal installments on the first four anniversaries of their date of grant, February 15, 2014. These restricted stock units vest in four equal installments on the first four anniversaries of their date of grant, February 15, 2015. These restricted stock units include (i) restricted stock units that vest in two equal installments on the third and fourth anniversaries of the date of grant, February 15, 2013, and (ii) restricted stock units that vest in four equal installments on the first four anniversaries of the following dates of grant: February 15, 2014 and February 15, 2015. This option becomes exercisable in increments of 25% on the first four anniversaries of the date of grant, February 15, 2016. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 11, 2015. This option is currently exercisable. This transaction was executed in multiple trades at prices ranging from $62.23 to $63.225. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, Time Warner Inc. or a security holder of Time Warner Inc., full information regarding the number of shares and prices at which each transaction was effected. This transaction was executed in multiple trades at prices ranging from $63.23 to $63.69. The price reported above reflects the weighted average sale price. By: Brenda C. Karickhoff for Paul T. Cappuccio 2016-02-17