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