0000060086-22-000068.txt : 20220706 0000060086-22-000068.hdr.sgml : 20220706 20220706133525 ACCESSION NUMBER: 0000060086-22-000068 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220701 FILED AS OF DATE: 20220706 DATE AS OF CHANGE: 20220706 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TISCH ANDREW H CENTRAL INDEX KEY: 0001009879 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06541 FILM NUMBER: 221068155 MAIL ADDRESS: STREET 1: 667 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10021-8087 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LOEWS CORP CENTRAL INDEX KEY: 0000060086 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 132646102 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 667 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10065-8087 BUSINESS PHONE: 212-521-2000 MAIL ADDRESS: STREET 1: 667 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10065-8087 4 1 wf-form4_165712891082815.xml FORM 4 X0306 4 2022-07-01 0 0000060086 LOEWS CORP L 0001009879 TISCH ANDREW H 667 MADISON AVENUE NEW YORK NY 10065-8087 1 0 0 0 Common Stock 2022-07-01 4 M 0 19113.50 0 A 19727.50 D Common Stock 2022-07-01 4 F 0 10123.50 59.26 D 9604 D Common Stock 2022-07-01 4 M 0 18795 0 A 28399 D Common Stock 2022-07-01 4 F 0 9953 59.26 D 18446 D Common Stock 2022-07-01 4 M 0 16963 0 A 35409 D Common Stock 2022-07-01 4 F 0 8982 59.26 D 26427 D Common Stock 2022-07-01 4 M 0 19184 0 A 45611 D Common Stock 2022-07-01 4 F 0 10158 59.26 D 35453 D Common Stock 14332391 I By Trusts Restricted Stock Units 2022-07-01 4 M 0 19113.50 0 D Common Stock 19113.5 0 D Restricted Stock Units 2022-07-01 4 M 0 18795 0 D Common Stock 18795.0 0 D Restricted Stock Units 2022-07-01 4 M 0 16963 0 D Common Stock 16963.0 0 D Restricted Stock Units 2022-07-01 4 M 0 19184 0 D Common Stock 19184.0 0 D Represents the conversion of restricted stock units ("RSUs") into common stock. On February 12, 2018, the Reporting Person was awarded 19,016 RSUs, subject to the Issuer achieving a pre-determined level of performance based income ("PBI Metric") for 2018. The Issuer's Compensation Committee determined that the Issuer achieved the PBI Metric on February 11, 2019 and the 2018 RSUs were then reported on a Form 4 filed with the Securities and Exchange Commission (the "SEC"). The 2018 RSUs, together with additional RSUs awarded on account of associated dividend equivalent rights, vested 50% on February 12, 2020 and 50% on February 12, 2021. The Reporting Person elected to defer delivery of the shares of the Issuer's common stock underlying the 2018 RSUs. The underlying shares are being delivered to the Reporting Person following the six-month delay required under Section 409A of the Internal Revenue Code following the Reporting Person's retirement on December 31, 2021. The Reporting Person is reporting the withholding, by the Issuer, of 10,122 shares of the Issuer's common stock in respect of the delivery of the 2018 RSUs that were not issued in order to satisfy the Reporting Person's tax withholding obligations in connection therewith and the cash settlement of fractional shares underlying the 2018 RSUs in the total amount of 1.5 shares. Represents the conversion of RSUs into common stock. On February 11, 2019, the Reporting Person was awarded 18,795 RSUs, subject to the Issuer achieving a PBI Metric for 2019. The Issuer's Compensation Committee determined that the Issuer achieved the PBI Metric on February 10, 2020 and the 2019 RSUs were then reported on a Form 4 filed with the SEC. The 2019 RSUs vested 50% on February 11, 2021 and 50% on December 31, 2021 as a result of the Reporting Person's retirement on such date. The Reporting Person elected to defer delivery of the shares of the Issuer's common stock underlying the 2019 RSUs. The underlying shares are being delivered to the Reporting Person following the six-month delay required under Section 409A of the Internal Revenue Code following the Reporting Person's retirement. The Reporting Person is reporting the withholding, by the Issuer, of 9,953 shares of the Issuer's common stock in respect of the delivery of the 2019 RSUs that were not issued in order to satisfy the Reporting Person's tax withholding obligations in connection therewith. Represents the conversion of RSUs into common stock. On February 10, 2020, the Reporting Person was awarded 16,963 RSUs, subject to the Issuer achieving a PBI Metric for 2020. The Issuer's Compensation Committee determined that the Issuer achieved the PBI Metric on February 8, 2021 and the 2020 RSUs were then reported on a Form 4 filed with the SEC. As a result of the Reporting Person's retirement on December 31, 2021, the 2020 RSUs vested fully on such date. The Reporting Person elected to defer delivery of the shares of the Issuer's common stock underlying the 2020 RSUs. The underlying shares are being delivered to the Reporting Person following the six-month delay required under Section 409A of the Internal Revenue Code following the Reporting Person's retirement. The Reporting Person is reporting the withholding, by the Issuer, of 8,982 shares of the Issuer's common stock in respect of the delivery of the 2020 RSUs that were not issued in order to satisfy the Reporting Person's tax withholding obligations in connection therewith. Represents the conversion of RSUs into common stock. On February 8, 2021, the Reporting Person was awarded 19,184 RSUs, subject to the Issuer achieving a PBI Metric for 2021. The Issuer's Compensation Committee determined that the Issuer achieved the PBI Metric on February 7, 2022 and the 2021 RSUs were then reported on a Form 4 filed with the SEC. As a result of the Reporting Person's retirement on December 31, 2021, the 2021 RSUs vested fully on such date (subject to achievement of the PBI Metric for 2021). The Reporting Person elected to defer delivery of the shares of the Issuer's common stock underlying the 2021 RSUs. The underlying shares are being delivered to the Reporting Person following the six-month delay required under Section 409A of the Internal Revenue Code following the Reporting Person's retirement. The Reporting Person is reporting the withholding, by the Issuer, of 10,158 shares of the Issuer's common stock in respect of the delivery of the 2021 RSUs that were not issued in order to satisfy the Reporting Person's tax withholding obligations in connection therewith. Each RSU represents a contingent right to receive one share of the Issuer's common stock. /s/ Thomas H. Watson, by power of attorney for Andrew H. Tisch 2022-07-06