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