0001567619-19-003819.txt : 20190213 0001567619-19-003819.hdr.sgml : 20190213 20190213165349 ACCESSION NUMBER: 0001567619-19-003819 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190211 FILED AS OF DATE: 20190213 DATE AS OF CHANGE: 20190213 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TISCH JAMES S CENTRAL INDEX KEY: 0001010178 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06541 FILM NUMBER: 19598291 MAIL ADDRESS: STREET 1: 667 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10021 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 doc1.xml FORM 4 X0306 4 2019-02-11 0 0000060086 LOEWS CORP L 0001010178 TISCH JAMES S 667 MADISON AVENUE NEW YORK CITY NY 10065-8087 1 1 0 0 Pres.&Chief Exec. Officer Common Stock 2019-02-11 4 M 0 12706 0 A 12706 D Common Stock 2019-02-11 4 F 0 6763 47.47 D 5943 D Common Stock 2019-02-11 4 S 0 5943 44.55 D 0 D Common Stock 2019-02-13 4 M 0 9802 0 A 9802 D Common Stock 2019-02-13 4 F 0 5217 45.92 D 4585 D Common Stock 2019-02-13 4 S 0 4585 46.86 D 0 D Common Stock 15829280 I By Trusts Restricted Stock Units 2019-02-11 4 M 0 12706 0 D Common Stock 12706 0 D Restricted Stock Units 2019-02-11 4 A 0 19113 0 A Common Stock 19113 19113 D Restricted Stock Units 2019-02-13 4 M 0 9802 0 D Common Stock 9802 9802 D Represents the conversion upon vesting of restricted stock units ("RSUs") into common stock. On February 11, 2016, the Reporting Person was awarded 25,000 RSUs subject to: (a) shareholder approval of the Issuer's 2016 Incentive Compensation Plan, and (b) the Issuer achieving a pre-determined level of performance based income ("PBI Metric") for 2016. Shareholders approved the Plan at the Issuer's annual meeting on May 10, 2016 and the Issuer's Compensation Committee determined that the Issuer achieved the PBI Metric on February 13, 2017. The RSUs were then reported on a Form 4 filed with the Securities and Exchange Commission (the "SEC"). 50% of these RSUs (along with additional RSUs awarded to the Reporting Person on account of dividend equivalent rights that were also previously reported on Form 4s filed with the SEC) vested on February 11, 2018. The remaining 2016 RSUs vested on February 11, 2019. The Reporting Person is reporting the withholding, by the Issuer, of 6,763 shares of common stock that vested in respect of the 2016 RSUs on February 11, 2019 but were not issued in order to satisfy the Reporting Person's tax withholding obligations in connection therewith. Represents the weighted average price of multiple transactions with a range of prices between $44.22 and $44.82. The Reporting Person, upon request by the SEC Staff, the Issuer or a security holder of the Issuer, undertakes to provide further information regarding the number of securities at each separate price sold. Represents the conversion upon vesting of RSUs into common stock. The Reporting Person was awarded 19,405 RSUs on February 13, 2017 subject to the Issuer achieving a pre-determined PBI Metric for 2017. The Issuer's Compensation Committee determined that the Issuer achieved the PBI Metric on February 12, 2018 and the 2017 RSUs were then reported on a Form 4 filed with the SEC. 50% of these RSUs (along with additional RSUs awarded to the Reporting Person on account of dividend equivalent rights that were previously reported on Form 4s filed with the SEC) vested on February 13, 2019. The remaining 2017 RSUs vest on February 13, 2020. Shares of the Issuer's common stock will be delivered to the Reporting Person within 30 days after vesting, subject to any election to defer delivery of shares by the Reporting Person. The Reporting Person is reporting the withholding, by the Issuer, of 5,217 shares of common stock that vested in respect of the 2017 RSUs on February 13, 2019 but were not issued in order to satisfy the Reporting Person's tax withholding obligations in connection therewith. Represents the weighted average price of multiple transactions with a range of prices between $46.71 and $47.02. The Reporting Person, upon request by the SEC Staff, the Issuer or a security holder of the Issuer, undertakes to provide further information regarding the number of securities at each separate price sold. Each RSU represents a contingent right to receive one share of the Issuer's common stock. 19,016 RSUs were awarded to the Reporting Person on February 12, 2018 subject to the Issuer achieving a pre-determined PBI Metric for 2018. 97 additional RSUs were awarded to the Reporting Person (subject to the same condition as the underlying RSUs) on account of dividend equivalent rights associated with these 2018 RSUs. The Issuer's Compensation Committee determined that the Issuer achieved the PBI Metric on February 11, 2019. 50% of these RSUs vest on February 12, 2020 and the remaining 2018 RSUs vest on February 12, 2021. Shares of the Issuer's common stock will be delivered to the Reporting Person within 30 days after vesting, subject to any election to defer delivery of shares by the Reporting Person. /s/ Thomas H. Watson by power of attorney for James S. Tisch 2019-02-13 EX-24.1 2 poa_jstisch.htm POA - JAMES S. TISCH
Exhibit 24.1



POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that the undersigned (the "Grantor") has made, constituted and appointed, and by these presents does make, constitute and appoint each of Marc A. Alpert, Mark S. Schwartz, Thomas H. Watson and Glenn P. Zarin (each, an "Attorney"), acting singly, the true and lawful agent and attorney-in-fact, with full power of substitution and resubstitution, of the Grantor, for and in the Grantor's name, place and stead, in any and all capacities, to do all or any of the following acts, matters and things:

      
1.
To sign on behalf of the Grantor statements on Form 3, Form 4 and Form 5 and amendments thereto (together, "Section 16 Reports") filed pursuant to Section 16(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
     
   
2.
To sign on behalf of the Grantor notices on Form 144 and amendments thereto ("Form 144 Notices") filed pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended (the "Securities Act").
     
   
3.
To do all such other acts and things as, in such Attorney's discretion, he deems appropriate or desirable for the purpose of filing such Section 16 Reports and Form 144 Notices with the Securities and Exchange Commission and appropriate stock exchange or similar authority.
     
   
4.
Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of any Attorney, may be of benefit to, in the best interest of, or legally required by, the Grantor, it being understood that the documents signed by any Attorney on behalf of the Grantor pursuant to this Power of Attorney shall be in such form as the Attorney may approve in his discretion.

The Grantor hereby ratifies and confirms that any Attorney or any substitute or substitutes may lawfully do or cause to be done by virtue hereof.  The Grantor acknowledges that the agents and attorneys-in-fact made, constituted and appointed hereby, in serving in such capacity at the request of the Grantor, are not assuming any of the Grantor's responsibilities to comply with the Exchange Act or the Securities Act.

This Power of Attorney shall remain in effect until such time as the Grantor is no longer required to file Section 16 Reports or Form 144 Notices or, if sooner, until revoked by the Grantor.

IN WITNESS WHEREOF, the Grantor has executed this Power of Attorney as of the 1st day of February, 2019.



   
/s/ James S. Tisch
   
James S. Tisch