0000950157-18-000724.txt : 20180618 0000950157-18-000724.hdr.sgml : 20180618 20180618142934 ACCESSION NUMBER: 0000950157-18-000724 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180614 FILED AS OF DATE: 20180618 DATE AS OF CHANGE: 20180618 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hassan Fred CENTRAL INDEX KEY: 0001110744 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15062 FILM NUMBER: 18904289 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: HASSAN FRED DATE OF NAME CHANGE: 20000330 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WARNER MEDIA, LLC CENTRAL INDEX KEY: 0001105705 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 822449954 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE TIME WARNER CENTER CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2124848000 MAIL ADDRESS: STREET 1: ONE TIME WARNER CENTER CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: TIME WARNER LLC DATE OF NAME CHANGE: 20180615 FORMER COMPANY: FORMER CONFORMED NAME: TIME WARNER INC. DATE OF NAME CHANGE: 20071211 FORMER COMPANY: FORMER CONFORMED NAME: TIME WARNER INC DATE OF NAME CHANGE: 20031015 4 1 form4.xml X0306 4 2018-06-14 true 0001105705 WARNER MEDIA, LLC TWX 0001110744 Hassan Fred ONE TIME WARNER CENTER NEW YORK NY 10019 true Common Stock, Par Value $.01 2018-06-14 4 D 0 49089 D 0 D Director Stock Options (Right to Buy) 27.39 2018-06-14 4 D 0 4019 D 2019-10-28 Common Stock, Par Value $.01 4019 0 D Director Stock Options (Right to Buy) 28.84 2018-06-14 4 D 0 5708 D 2020-05-21 Common Stock, Par Value $.01 5708 0 D Director Stock Options (Right to Buy) 33.81 2018-06-14 4 D 0 5336 D 2022-05-15 Common Stock, Par Value $.01 5336 0 D Director Stock Options (Right to Buy) 35.27 2018-06-14 4 D 0 4880 D 2021-05-20 Common Stock, Par Value $.01 4880 0 D Director Stock Options (Right to Buy) 67.84 2018-06-14 4 D 0 2898 D 2024-06-13 Common Stock, Par Value $.01 2898 0 D Director Stock Options (Right to Buy) 56.83 2018-06-14 4 D 0 2996 D 2023-05-23 Common Stock, Par Value $.01 2996 0 D Director Stock Options (Right to Buy) 72.37 2018-06-14 4 D 0 3108 D 2026-06-17 Common Stock, Par Value $.01 3108 0 D Director Stock Options (Right to Buy) 88 2018-06-14 4 D 0 2460 D 2025-06-19 Common Stock, Par Value $.01 2460 0 D Phantom Stock Units 2018-06-14 4 D 0 1128.3387 D 2018-06-14 2018-06-14 Common Stock, Par Value $.01 1128.3387 0 I By Deferred Compensation Plan On June 14, 2018, AT&T Inc., a Delaware corporation ("AT&T"), acquired Time Warner Inc. (the "Company") pursuant to that certain Agreement and Plan of Merger, dated October 22, 2016, by and among the Company, AT&T, West Merger Sub, Inc., a wholly owned subsidiary of AT&T, and West Merger Sub II, LLC, a wholly owned subsidiary of AT&T (the "Merger Agreement"). The acquisition is more fully described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on January 9, 2017. In accordance with the terms of the Merger Agreement, each share of the Company's common stock was exchanged for 1.437 shares of AT&T common stock plus $53.75 in cash. Each disposition reported in this Form 4 is an exempt disposition. Pursuant to the Merger Agreement, each outstanding option to purchase the Company's common stock (a "Company Option"), whether vested or unvested, was converted into an option to acquire a number of shares of AT&T common stock equal to the number of shares of Company common stock under such Company Option, subject to the vesting and other terms in the applicable Company Option award agreement, except that the exercise price and the number of shares of AT&T common stock issuable upon exercise of such Company Option were adjusted based on the option exchange ratio determined under a formula in the Merger Agreement (which yields approximately 3.0757). Pursuant to the Merger Agreement, each outstanding phantom stock unit with respect to the Company's common stock acquired pursuant to the Time Warner Inc. Non-Employee Directors' Deferred Compensation Plan (the "Deferred Compensation Plan") was deemed converted into an amount in cash equal to approximately $100.8845 and reinvested in the investment option under the Deferred Compensation Plan that earns interest at a specified rate. Pursuant to the terms of the Deferred Compensation Plan, the amount credited to the account will be paid out in cash in a lump sum or in annual installments beginning on April 30, 2019. By: Brenda C. Karickhoff for Fred Hassan 2018-06-18