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^*

MARCUS ROBERT D

(Last)

(First)

(Middle)

C/O TIME WARNER CABLE INC.

60 COLUMBUS CIRCLE, 17TH FLOOR

(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)
	SEVP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
04/09/2009

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	04/09/2009		J		0.1⁽¹⁾	D	$27.369⁽¹⁾	1,168⁽¹⁾	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)

Explanation of Responses:

1. Amount disposed of represents a fractional share of the Issuer's common stock that resulted from the Spin-Off Dividend ratio. In lieu of issuing fractional shares of the Issuer's common stock in the Spin-Off Dividend, Time Warner Inc. (or its agent) aggregated and sold the fractional shares in the open market with the net proceeds distributed pro rata in cash. Amount included in column 5 reflects 1,168 shares of the Issuer's common stock not previously reported that were received by the Reporting Person as a result of the Spin-Off Dividend in a transaction exempt pursuant to Section 16a-9 under the Securities Exchange Act of 1934.

Remarks:

On March 12, 2009, the Issuer (a) paid a cash dividend of $10.27 per share to all holders of record of its Class A common stock and Class B common stock on March 11, 2009 (the Special Dividend"), (b) after payment of the Special Dividend, reclassified each outstanding share of its Class A common stock and Class B common stock into one share of its common stock (the "Recapitalization"), and (c) after the Recapitalization, effected a 1 for 3 reverse stock split on all outstanding shares of its common stock (the "Reverse Stock Split"). On March 27, 2009, Time Warner Inc. distributed its shares of the Issuer's common stock to its stockholders of record on March 12, 2009 with each such Time Warner Inc. stockholder receiving .083670 of a share of the Issuer's common stock for each share of Time Warner Inc. common stock held on the record date (the "Spin-off Dividend").

	Susan A. Waxenberg, Attorney in Fact	04/16/2009
	** 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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