0001127602-17-006860.txt : 20170217 0001127602-17-006860.hdr.sgml : 20170217 20170217151203 ACCESSION NUMBER: 0001127602-17-006860 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170215 FILED AS OF DATE: 20170217 DATE AS OF CHANGE: 20170217 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: GINSBERG GARY L CENTRAL INDEX KEY: 0001236136 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15062 FILM NUMBER: 17621093 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 2017-02-15 0001105705 TIME WARNER INC. TWX 0001236136 GINSBERG GARY L ONE TIME WARNER CENTER NEW YORK NY 10019 1 Executive Vice President Common Stock, Par Value $.01 2017-02-15 4 M 0 9933 0 A 32165 D Common Stock, Par Value $.01 2017-02-15 4 F 0 5544 96.32 D 26621 D Common Stock, Par Value $.01 2017-02-15 4 M 0 2559 0 A 29180 D Common Stock, Par Value $.01 2017-02-15 4 F 0 1428 96.32 D 27752 D Common Stock, Par Value $.01 2017-02-15 4 M 0 1048 0 A 28800 D Common Stock, Par Value $.01 2017-02-15 4 F 0 584 96.32 D 28216 D Common Stock, Par Value $.01 2017-02-15 4 M 0 939 0 A 29155 D Common Stock, Par Value $.01 2017-02-15 4 F 0 524 96.32 D 28631 D Common Stock, Par Value $.01 2017-02-15 4 M 0 1264 0 A 29895 D Common Stock, Par Value $.01 2017-02-15 4 F 0 705 96.32 D 29190 D Performance Stock Units 2017-02-15 4 M 0 9933 0 D 2017-02-15 2017-02-15 Common Stock, Par Value $.01 9933 0 D Restricted Stock Units 2017-02-15 4 M 0 2559 0 D Common Stock, Par Value $.01 2559 39228 D Restricted Stock Units 2017-02-15 4 M 0 1048 0 D Common Stock, Par Value $.01 1048 38180 D Restricted Stock Units 2017-02-15 4 M 0 939 0 D Common Stock, Par Value $.01 939 37241 D Restricted Stock Units 2017-02-15 4 M 0 1264 0 D Common Stock, Par Value $.01 1264 35977 D 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. 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, 2013, February 15, 2014, February 15, 2015 and February 15, 2016. These restricted stock units vest in two equal installments on the third and fourth anniversaries of the date of grant, February 15, 2013. These restricted stock units vest in four equal installments on the first four anniversaries of the 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 vest in four equal installments on the first four anniversaries of their date of grant, February 15, 2016. 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 2017-02-17