SEC Form 4 · accession 0000950157-18-000717

WARNER MEDIA, LLC · TWX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Jeffrey L Bewkes

Officer — Chairman of the Board and CEO · Director

Period of report

Jun 14, 2018

Accepted (ET)

Jun 18, 2018 · 2:23 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001105705

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock, Par Value $.01^F1	Jun 14, 2018	D	1,294,302	—	D	0	D
Common Stock, Par Value $.01^F1,F2	Jun 14, 2018	J	40,249	—	D	0	I	By Savings Plan

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Options (Right to Buy)^F3	$14.64	Jun 14, 2018	D	703,026	D	—	Feb 19, 2019	Common Stock, Par Value $.01	703,026	0	D
Employee Stock Options (Right to Buy)^F3	$25.81	Jun 14, 2018	D	647,744	D	—	Feb 7, 2020	Common Stock, Par Value $.01	647,744	0	D
Employee Stock Options (Right to Buy)^F3	$34.62	Jun 14, 2018	D	434,162	D	—	Feb 6, 2021	Common Stock, Par Value $.01	434,162	0	D
Employee Stock Options (Right to Buy)^F3	$35.93	Jun 14, 2018	D	342,740	D	—	Feb 14, 2022	Common Stock, Par Value $.01	342,740	0	D
Employee Stock Options (Right to Buy)^F3	$51.31	Jun 14, 2018	D	631,208	D	—	Feb 14, 2023	Common Stock, Par Value $.01	631,208	0	D
Employee Stock Options (Right to Buy)^F3	$62.60	Jun 14, 2018	D	525,476	D	—	Feb 14, 2024	Common Stock, Par Value $.01	525,476	0	D
Employee Stock Options (Right to Buy)^F3	$62.26	Jun 14, 2018	D	650,407	D	—	Feb 14, 2026	Common Stock, Par Value $.01	650,407	0	D
Employee Stock Options (Right to Buy)^F3	$83.87	Jun 14, 2018	D	433,135	D	—	Feb 14, 2025	Common Stock, Par Value $.01	433,135	0	D
Restricted Stock Units^F5,F4	—	Jun 14, 2018	D	290,698	D	Jun 14, 2018	Jun 14, 2018	Common Stock, Par Value $.01	290,698	0	D
Performance Stock Units^F7,F6	—	Jun 14, 2018	A	233,850	A	Jun 14, 2018	Jun 14, 2018	Common Stock, Par Value $.01	233,850	233,850	D
Performance Stock Units^F8	—	Jun 14, 2018	D	233,850	D	Jun 14, 2018	Jun 14, 2018	Common Stock, Par Value $.01	233,850	0	D
Phantom Stock Units^F9	—	Jun 14, 2018	D	23,888	D	Jun 14, 2018	Jun 14, 2018	Common Stock, Par Value $.01	23,888	0	I

Explanation of responses

F1On 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 (the "Exchange Ratio") shares of AT&T common stock plus $53.75 in cash (together, the "Merger Consideration"). Each acquisition and disposition reported in this Form 4 is an exempt transaction.
F2The Time Warner Savings Plan, a qualified employee benefit plan (the "Savings Plan"). Includes shares of the Company's common stock acquired through the reinvestment of dividends paid on the shares of the Company's common stock held by the Savings Plan.
F3Pursuant 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).
F4Each restricted stock unit represented a contingent right to receive one share of the Company's common stock.
F5Pursuant to the Merger Agreement, each outstanding restricted stock unit with respect to the Company's common stock (a "Company Employee RSU"), whether vested or unvested, was converted into (i) the right to receive a cash payment equal to $53.75 plus any Retained Distributions (as defined in the applicable Company Employee RSU award agreement) related to the applicable Company Employee RSU and (ii) restricted stock units with respect to 1.437 shares of AT&T common stock, which is equal to the Exchange Ratio (with any fractional AT&T restricted stock units resulting from the product of the Exchange Ratio and the number of Company Employee RSUs in an award converted into cash and treated as a Retained Distribution), in each case, subject to the vesting and payment terms in the applicable Company Employee RSU award agreement.
F6Each performance stock unit (a "Company PSU") represented a right to receive one share of the Company's common stock. Each Company PSU vested upon the closing of the acquisition.
F7On February 15, 2016, the Reporting Person was awarded 116,925 target Company PSUs subject to the achievement of applicable performance criteria. Effective on June 14, 2018, in accordance with the terms of the applicable Company PSU award agreement, in connection with the closing of the acquisition, the Compensation and Human Development Committee approved a payout of 200% of the target Company PSUs under the performance standards set in 2016, subject to the closing of the acquisition.
F8Pursuant to the Merger Agreement, each outstanding Company PSU, whether vested or unvested, was canceled in exchange for the Merger Consideration, plus any Retained Distributions (as defined in the applicable Company PSU award agreement) related to the applicable Company PSU.
F9Pursuant to the Merger Agreement, each outstanding phantom stock unit with respect to the Company's common stock credited in an account under the Time Warner Inc. Deferred Compensation Plan was converted into an amount in cash equal to the fair market value of an interest in the Company Stock Fund under the Savings Plan.