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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Performance Stock Units | (2) | 02/07/2014 | M | 136,185 | 02/07/2014 | 02/07/2014 | Common Stock, Par Value $.01 | 136,185 | $ 0 | 0 | D | ||||
Restricted Stock Units | (5) | 02/07/2014 | M | 37,372 | (8) | (8) | Common Stock, Par Value $.01 | 37,372 | $ 0 | 178,899 (9) | D | ||||
Restricted Stock Units | (5) | 02/08/2014 | M | 48,143 | (10) | (10) | Common Stock, Par Value $.01 | 48,143 | $ 0 | 130,756 (11) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BEWKES JEFFREY L ONE TIME WARNER CENTER NEW YORK, NY 10019-8016 |
X | Chairman of the Board and CEO |
By: Brenda C. Karickhoff for Jeffrey L. Bewkes | 02/10/2014 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | On February 7, 2011, the Reporting Person was awarded 74,745 target performance stock units ("PSUs") with a three-year performance period ending December 31, 2013. As previously reported on a Form 4 (filed with the SEC on January 31, 2014), on January 29, 2014, the Compensation & Human Development Committee approved a payout of 182.2% of the target PSUs in accordance with the performance standards set in 2011, based on the Issuer's relative total stockholder return for the performance period being at the 91st percentile of the companies in the S&P 500. On February 7, 2014, the Reporting Person acquired 136,185 shares of common stock upon the vesting of those PSUs. |
(2) | Each PSU represents a contingent right to receive one share of common stock. The Reporting Person received one share of common stock for each PSU that vested. |
(3) | Payment of tax liability by withholding shares of common stock incident to the vesting of PSUs or restricted stock units ("RSUs") in accordance with Rule 16b-3 of the Securities Exchange Act of 1934. |
(4) | Shares of common stock acquired upon the vesting of RSUs awarded on February 7, 2011. |
(5) | Each RSU represents a contingent right to receive one share of common stock. The Reporting Person received one share of common stock for each RSU that vested. |
(6) | Shares of common stock acquired upon the vesting of RSUs awarded on February 8, 2010. |
(7) | 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. |
(8) | These RSUs vest in two equal installments on the third and fourth anniversaries of their date of grant, February 7, 2011. |
(9) | These RSUs vest in two equal installments on the third and fourth anniversaries of their dates of grant, February 8, 2010, February 7, 2011, February 15, 2012 and February 15, 2013. |
(10) | These RSUs vest in two equal installments on the third and fourth anniversaries of their date of grant, February 8, 2010. |
(11) | These RSUs vest in two equal installments on the third and fourth anniversaries of their dates of grant, February 7, 2011, February 15, 2012 and February 15, 2013. |