X0306 4 2016-02-15 0001105705 TIME WARNER INC. TWX 0001236136 GINSBERG GARY L ONE TIME WARNER CENTER NEW YORK NY 10019 1 Executive Vice President Common Stock, Par Value $.01 2016-02-15 4 M 0 9317 0 A 26617 D Common Stock, Par Value $.01 2016-02-15 4 F 0 5200 62.26 D 21417 D Common Stock, Par Value $.01 2016-02-15 4 M 0 3653 0 A 25070 D Common Stock, Par Value $.01 2016-02-15 4 F 0 2039 62.26 D 23031 D Common Stock, Par Value $.01 2016-02-15 4 M 0 2557 0 A 25588 D Common Stock, Par Value $.01 2016-02-15 4 F 0 1427 62.26 D 24161 D Common Stock, Par Value $.01 2016-02-15 4 M 0 1048 0 A 25209 D Common Stock, Par Value $.01 2016-02-15 4 F 0 584 62.26 D 24625 D Common Stock, Par Value $.01 2016-02-15 4 M 0 216 0 A 24841 D Common Stock, Par Value $.01 2016-02-15 4 F 0 120 62.26 D 24721 D Common Stock, Par Value $.01 2016-02-15 4 M 0 939 0 A 25660 D Common Stock, Par Value $.01 2016-02-15 4 F 0 524 62.26 D 25136 D Performance Stock Units 2016-02-15 4 M 0 9317 0 D 2016-02-15 2016-02-15 Common Stock, Par Value $.01 9317 0 D Restricted Stock Units 2016-02-15 4 M 0 3653 0 D Common Stock, Par Value $.01 3653 12882 D Restricted Stock Units 2016-02-15 4 M 0 2557 0 D Common Stock, Par Value $.01 2557 10325 D Restricted Stock Units 2016-02-15 4 M 0 1048 0 D Common Stock, Par Value $.01 1048 9277 D Restricted Stock Units 2016-02-15 4 M 0 216 0 D Common Stock, Par Value $.01 216 9061 D Restricted Stock Units 2016-02-15 4 M 0 939 0 D Common Stock, Par Value $.01 939 8122 D Employee Stock Option (Right to Buy) 62.26 2016-02-15 4 A 0 22131 0 A 2026-02-14 Common Stock, Par Value $.01 22131 22131 D On February 15, 2013, the Reporting Person was awarded 4,909 target performance stock units (as adjusted for the spin-off of Time Inc.) with a three-year performance period ending December 31, 2015. As previously reported on a Form 4 (filed with the SEC on January 28, 2016), on January 27, 2016, the Compensation and Human Development Committee approved a payout of 189.8% of the target PSUs under the performance standards set in 2013, based on (i) the Issuer's cumulative Adjusted EPS achieved during the performance period, which resulted in an Adjusted EPS factor of 183%, and (ii) its total stockholder return for the performance period compared to other companies in the S&P 500, which resulted in a TSR modifier of 103.7%. The PSU payout factor is determined by multiplying the Adjusted EPS factor and the TSR modifier. On February 15, 2016, the Reporting Person acquired 9,317 shares of common stock upon the vesting of the performance stock units. Each performance stock unit or 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 performance stock unit or restricted stock unit that vested. 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. Shares of common stock acquired upon the vesting of restricted stock units awarded on February 15, 2012, February 15, 2013, February 15, 2014, April 15, 2014 and February 15, 2015. These restricted stock units vest in two equal installments on the third and fourth anniversaries of the date of grant, February 15, 2012. These restricted stock units vest in two equal installments on the third and fourth anniversaries of the date of grant, February 15, 2013. These restricted stock units vest in four equal installments on the first four anniversaries of the date of grant, February 15, 2014. These restricted stock units vest in four equal installments, with the first installment to vest on February 15, 2016 and the second, third and fourth installments on the next three anniversaries of their date of grant, April 15, 2014. These restricted stock units vest in four equal installments on the first four anniversaries of their date of grant, February 15, 2015. These restricted stock units include (i) restricted stock units that vest in two equal installments on the third and fourth anniversaries of the date of grant, February 15, 2013, (ii) restricted stock units that vest in four equal installments on the first four anniversaries of the following dates of grant: February 15, 2014 and February 15, 2015, and (iii) restricted stock units that vest in four equal installments on February 15, 2016 and the second, third and fourth anniversaries of the date of grant, April 15, 2014. This option becomes exercisable in increments of 25% on the first four anniversaries of the date of grant, February 15, 2016. By: Brenda C. Karickhoff for Gary L. Ginsberg 2016-02-17