0001567619-20-003589.txt : 20200214 0001567619-20-003589.hdr.sgml : 20200214 20200214104039 ACCESSION NUMBER: 0001567619-20-003589 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200212 FILED AS OF DATE: 20200214 DATE AS OF CHANGE: 20200214 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TISCH JONATHAN M CENTRAL INDEX KEY: 0001009306 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06541 FILM NUMBER: 20615359 MAIL ADDRESS: STREET 1: 667 MADISON AVENUE 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 doc1.xml FORM 4 X0306 4 2020-02-12 0 0000060086 LOEWS CORP L 0001009306 TISCH JONATHAN M 667 MADISON AVENUE NEW YORK NY 10065-8087 1 1 0 0 Co-Ch. of Bd/Off. of the Pres. Common Stock 2020-02-12 4 M 0 9556 0 A 9556 D Common Stock 2020-02-12 4 F 0 5087 54.72 D 4469 D Common Stock 2020-02-12 4 S 0 4469 54.04 D 0 D Common Stock 2020-02-13 4 M 0 9803 0 A 9803 D Common Stock 2020-02-13 4 F 0 5218 53.93 D 4585 D Common Stock 2020-02-13 4 S 0 4585 54.01 D 0 D Common Stock 9683932 I By Trusts Restricted Stock Units 2020-02-12 4 M 0 9556 0 D Common Stock 9556 9556 D Restricted Stock Units 2020-02-13 4 M 0 9803 0 D Common Stock 9803 0 D Represents the conversion upon vesting 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"). 50% of these RSUs (along with additional RSUs awarded to the Reporting Person on account of dividend equivalent rights) vested on February 12, 2020. The remaining 2018 RSUs will 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. The Reporting Person is reporting the withholding, by the Issuer, of 5,087 shares of common stock that vested in respect of the 2018 RSUs on February 12, 2020 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 $53.97 and $54.30. 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. On February 13, 2017, the Reporting Person was awarded 19,405 RSUs, subject to the Issuer achieving a pre-determined level of performance based income ("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) previously vested on February 13, 2019. The remaining 2017 RSUs vested on February 13, 2020. The Reporting Person is reporting the withholding, by the Issuer, of 5,218 shares of common stock that vested in respect of the 2017 RSUs on February 13, 2020 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 $53.92 and $54.13. 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. /s/ Thomas H. Watson, by power of attorney for Jonathan M. Tisch 2020-02-14