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

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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^*

Stern Peter C

(Last)

(First)

(Middle)

C/O TIME WARNER CABLE INC.

60 COLUMBUS CIRCLE

(Street)

NEW YORK

10023

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP-Ch Strat, People & Dev Off

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2014

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 per share	02/12/2014		M		10,749	A	$45.15	10,749	D
Common Stock, par value $.01 per share	02/12/2014		M		3,748	A	$0⁽¹⁾	14,497	D
Common Stock, par value $.01 per share	02/12/2014		F⁽²⁾		1,383	D	$135.31	13,114	D
Common Stock, par value $.01 per share	02/12/2014		S⁽³⁾		10,749	D	$134.812⁽⁴⁾	2,365	D
Common Stock, par value $.01 per share	02/13/2014		S⁽³⁾		1,183	D	$145.002⁽⁵⁾	1,182	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)
Employee Stock Option (Right to Buy)	$45.15	02/12/2014		M			10,749	⁽⁶⁾	02/11/2020	Common Stock, par value $.01 per share	10,749	$0.0000	0.0000	D
Restricted Stock Units	⁽¹⁾	02/12/2014		A		19,410		⁽⁷⁾	⁽⁷⁾	Common Stock, par value $.01 per share	19,410	$0.0000	38,829⁽⁸⁾	D
Restricted Stock Units	⁽¹⁾	02/12/2014		A		3,882		⁽⁹⁾	⁽⁹⁾	Common Stock, par value $.01 per share	3,882	$0.0000	42,711⁽⁸⁾	D
Restricted Stock Units	⁽¹⁾	02/12/2014		M			3,748	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock, par value $.01 per share	3,748	$0.0000	38,963⁽⁸⁾	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Common Stock.

2. Payment of tax liability by withholding shares of Common Stock incident to the vesting of restricted stock units in accordance with Rule 16b-3.

3. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 12, 2013.

4. This transaction was executed in multiple trades at prices ranging from $134.64 to $135.02. 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 Cable Inc. or a security holder of Time Warner Cable Inc., full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes 4 and 5 to this Form 4.

5. This transaction was executed in multiple trades at prices ranging from $145.00 to $145.02. The price reported above reflects the weighted average sale price.

6. This option was exercisable in increments of 25% on the first four anniversaries of the date of grant, February 12, 2010.

7. This award of restricted stock units represents an accelerated award in lieu of awards anticipated in 2015 and 2016. The award of restricted stock units vests in three installments: 25% on the fourth anniversary, 50% on the fifth anniversary and 25% on the sixth anniversary of the date of grant, February 12, 2014. Shares of Common Stock are issued to the Reporting Person upon vesting of the restricted stock units.

8. These restricted stock units may have different vesting and distribution dates.

9. This award of restricted stock units vests in two equal installments on the third and fourth anniversaries of the date of grant, February 12, 2014. Shares of Common Stock are issued to the Reporting Person upon vesting of the restricted stock units.

10. This award of restricted stock units vested in two equal installments on the third and fourth anniversaries of the date of grant, February 12, 2010. Shares of Common Stock are issued to the Reporting Person upon vesting of the restricted stock units.

	Susan A. Waxenberg, Attorney in Fact	02/14/2014
	** 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).
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