SEC Form 4 · accession 0000950157-18-000721
WARNER MEDIA, LLC · TWX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jessica P Einhorn
Director
Period of report
Jun 14, 2018
Accepted (ET)
Jun 18, 2018 · 2:26 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 $.01F1 | Jun 14, 2018 | D | 25,046 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Director Stock Options (Right to Buy)F2 | $67.84 | Jun 14, 2018 | D | 2,898 | D | — | Jun 13, 2024 | Common Stock, Par Value $.01 | 2,898 | 0 | D |
| Director Stock Options (Right to Buy)F2 | $72.37 | Jun 14, 2018 | D | 3,108 | D | — | Jun 17, 2026 | Common Stock, Par Value $.01 | 3,108 | 0 | D |
| Director Stock Options (Right to Buy)F2 | $88.00 | Jun 14, 2018 | D | 2,460 | D | — | Jun 19, 2025 | Common Stock, Par Value $.01 | 2,460 | 0 | D |
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 shares of AT&T common stock plus $53.75 in cash. Each disposition reported in this Form 4 is an exempt disposition.
- F2Pursuant 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).