0001127602-16-070303.txt : 20161216 0001127602-16-070303.hdr.sgml : 20161216 20161216164723 ACCESSION NUMBER: 0001127602-16-070303 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161214 FILED AS OF DATE: 20161216 DATE AS OF CHANGE: 20161216 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TIME WARNER INC. CENTRAL INDEX KEY: 0001105705 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 134099534 STATE OF INCORPORATION: DE 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 INC DATE OF NAME CHANGE: 20031015 FORMER COMPANY: FORMER CONFORMED NAME: AOL TIME WARNER INC DATE OF NAME CHANGE: 20000208 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Averill Howard M CENTRAL INDEX KEY: 0001595087 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15062 FILM NUMBER: 162056823 MAIL ADDRESS: STREET 1: ONE TIME WARNER CENTER CITY: NEW YORK STATE: NY ZIP: 10019 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2016-12-14 0001105705 TIME WARNER INC. TWX 0001595087 Averill Howard M ONE TIME WARNER CENTER NEW YORK NY 10019 1 EVP & Chief Financial Officer Common Stock, Par Value $.01 2016-12-15 4 M 0 4891 0 A 40668 D Common Stock, Par Value $.01 2016-12-15 4 F 0 2522 95.32 D 38146 D Common Stock, Par Value $.01 2016-12-15 4 M 0 4799 0 A 42945 D Common Stock, Par Value $.01 2016-12-15 4 F 0 2474 95.32 D 40471 D Common Stock, Par Value $.01 2016-12-15 4 M 0 6464 0 A 46935 D Common Stock, Par Value $.01 2016-12-15 4 F 0 3333 95.32 D 43602 D Common Stock, Par Value $.01 2016-12-15 4 M 0 28363 0 A 71965 D Common Stock, Par Value $.01 2016-12-15 4 F 0 14626 95.32 D 57339 D Performance Stock Units 2016-12-14 4 A 0 28363 0 A 2016-12-15 2016-12-15 Common Stock, Par Value $.01 28363 28363 D Restricted Stock Units 2016-12-14 4 A 0 25859 0 A Common Stock, Par Value $.01 25859 156105 D Restricted Stock Units 2016-12-15 4 M 0 4891 0 D Common Stock, Par Value $.01 4891 151214 D Restricted Stock Units 2016-12-15 4 M 0 4799 0 D Common Stock, Par Value $.01 4799 146415 D Restricted Stock Units 2016-12-15 4 M 0 6464 0 D Common Stock, Par Value $.01 6464 139951 D Performance Stock Units 2016-12-15 4 M 0 28363 0 D 2016-12-15 2016-12-15 Common Stock, Par Value $.01 28363 0 D Shares of common stock acquired as a result of the accelerated vesting of the restricted stock units granted on February 15, 2014 that were scheduled to vest on February 15, 2017. Each restricted stock unit and performance 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 or performance stock unit that vested. Payment of tax liability by withholding shares of common stock incident to the vesting of restricted stock units or performance stock units in accordance with Rule 16b-3. Shares of common stock acquired as a result of the accelerated vesting of the restricted stock units granted on February 15, 2015 that were scheduled to vest on February 15, 2017. Shares of common stock acquired as a result of the accelerated vesting of the restricted stock units granted on February 15, 2016 that were scheduled to vest on February 15, 2017. On February 15, 2014, the Reporting Person was awarded 19,295 target performance stock units (as adjusted for the spin-off of Time Inc.) with a three-year performance period ending on December 31, 2016. On December 14, 2016, as part of actions taken to mitigate the potential adverse tax consequences to Time Warner Inc. and the Reporting Person of Section 280G of the Internal Revenue Code in connection with the pending acquisition of Time Warner Inc. by AT&T Inc., the Compensation and Human Development Committee (the "Compensation Committee") approved the accelerated vesting and the payout of shares on December 15, 2016 (rather than February 15, 2017) at the level of 147% of the target number of performance stock units, which was the amount accrued for financial reporting purposes through September 30, 2016, and which the Compensation Committee determined was lower than the level substantially likely to be achieved for the entire performance period. The Reporting Person will remain eligible to receive additional shares that vest February 15, 2017 based on the performance achieved for the performance period, as certified by the Compensation Committee, less the 28,363 performance stock units that vested on December 15, 2016. Each performance stock unit represents a contingent right to receive one share of common stock. Each restricted stock unit represents a contingent right to receive one share of common stock. On February 15, 2016, the Reporting Person was awarded 25,859 restricted stock units that were subject to a one-year Section 162(m) condition. On December 14, 2016, as part of the Section 280G mitigation actions, the Compensation Committee waived the Section 162(m) condition (acknowledging that the Company had earned the adjusted net income required to satisfy the Section 162(m) measure by the end of the third quarter of 2016) and approved the accelerated vesting on December 15, 2016 of the first 25% installment of the restricted stock units, which otherwise would have vested on February 15, 2017. The three remaining 25% installments of the restricted stock units will vest on the second, third and fourth anniversaries of the date of grant, as originally scheduled. Includes restricted stock units that vest in four equal installments on: (i) the first four anniversaries of the following dates of grants: February 15, 2014, February 15, 2015, and February 15, 2016 (except that the vesting of each installment originally scheduled to occur on February 15, 2017 was accelerated to December 15, 2016); (ii) on the first four anniversaries of February 15, 2017; and (iii) the first four anniversaries of February 15, 2018. These restricted stock units vest in four equal installments on the first four anniversaries of the date of grant, February 15, 2016, except that the vesting of the first installment was accelerated to December 15, 2016 from February 15, 2017 by the Compensation Committee as part of the Section 280G mitigation actions. These restricted stock units vest in four equal installments on the first four anniversaries of the date of grant, February 15, 2014, except that the vesting of the third installment was accelerated to December 15, 2016 from February 15, 2017 by the Compensation Committee as part of the Section 280G mitigation actions. These restricted stock units vest in four equal installments on the first four anniversaries of the date of grant, February 15, 2015, except that the vesting of the second installment was accelerated to December 15, 2016 from February 15, 2017 by the Compensation Committee as part of the Section 280G mitigation actions. By: Brenda C. Karickhoff for Howard M. Averill 2016-12-16