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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TIME WARNER INC. [ TWX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/08/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, Par Value $.01 | 02/08/2013 | A(1) | 151,937 | A | $0(1) | 405,628 | D | |||
Common Stock, Par Value $.01 | 02/08/2013 | F(2) | 82,033 | D | $52.57 | 323,595 | D | |||
Common Stock, Par Value $.01 | 02/08/2013 | M(3) | 48,142 | A | $0(4) | 371,737 | D | |||
Common Stock, Par Value $.01 | 02/08/2013 | F(2) | 25,741 | D | $52.57 | 345,996 | D | |||
Common Stock, Par Value $.01 | 02/08/2013 | M(5) | 216,642 | A | $21.43 | 562,638 | D | |||
Common Stock, Par Value $.01 | 02/08/2013 | S(5) | 216,642(6)(7) | D | $52.39 | 345,996 | D | |||
Common Stock, Par Value $.01 | 34,752 | I | By Savings Plan(8) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (4) | 02/08/2013 | M | 48,142 | 02/08/2013 | 02/08/2013 | Common Stock, Par Value $.01 | 48,142 | $0 | 264,414.179(9) | D | ||||
Employee Stock Option (Right to Buy) | $21.43 | 02/08/2013 | M(5) | 216,642 | (10) | 02/13/2013 | Common Stock, Par Value $.01 | 216,642 | $0 | 0 | D |
Explanation of Responses: |
1. Shares of common stock acquired upon the vesting of performance stock units awarded on February 8, 2010. The Reporting Person received one share of common stock for each performance stock unit that vested. Vesting of the performance stock units was contingent upon the Issuer's achievement of certain performance criteria during the 2010-2012 performance period. |
2. Payment of tax liability by withholding shares of common stock incident to the vesting of performance stock units or restricted stock units in accordance with Rule 16b-3 of the Securities Exchange Act of 1934. |
3. Shares of common stock acquired upon the vesting of restricted stock units awarded on February 8, 2010. |
4. Each restricted stock unit represents a contingent right to receive one share of Common Stock. The Reporting Person received one share of Common Stock for each restricted stock unit that vested. |
5. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 2, 2012. |
6. This transaction was executed in multiple trades at prices ranging from $52.202 to $52.575. The price reported above reflects the weighted average sale price. |
7. The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, Time Warner Inc. or a security holder of Time Warner Inc., full information regarding the number of shares and prices at which each transaction was effected. |
8. The Time Warner Savings Plan, a qualified employee benefit plan (the "Savings Plan"). Includes shares of common stock acquired through the reinvestment of dividends paid on the common stock held by the Savings Plan. |
9. These restricted stock units vest in two equal installments on the third and fourth anniversaries of their dates of grant, February 20, 2009, February 8, 2010, February 7, 2011 and February 15, 2012. |
10. This option is currently exercisable. |
By: Brenda C. Karickhoff for Jeffrey L. Bewkes | 02/12/2013 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |