SEC Form 4 · accession 0000950157-18-000724

WARNER MEDIA, LLC · TWX

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

Reporting owner

Fred Hassan

Director

Period of report

Jun 14, 2018

Accepted (ET)

Jun 18, 2018 · 2:29 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	49,089	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Director Stock Options (Right to Buy)^F2	$27.39	Jun 14, 2018	D	4,019	D	—	Oct 28, 2019	Common Stock, Par Value $.01	4,019	D
Director Stock Options (Right to Buy)^F2	$28.84	Jun 14, 2018	D	5,708	D	—	May 21, 2020	Common Stock, Par Value $.01	5,708	D
Director Stock Options (Right to Buy)^F2	$33.81	Jun 14, 2018	D	5,336	D	—	May 15, 2022	Common Stock, Par Value $.01	5,336	D
Director Stock Options (Right to Buy)^F2	$35.27	Jun 14, 2018	D	4,880	D	—	May 20, 2021	Common Stock, Par Value $.01	4,880	D
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	D
Director Stock Options (Right to Buy)^F2	$56.83	Jun 14, 2018	D	2,996	D	—	May 23, 2023	Common Stock, Par Value $.01	2,996	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	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	D
Phantom Stock Units^F3	—	Jun 14, 2018	D	1,128	D	Jun 14, 2018	Jun 14, 2018	Common Stock, Par Value $.01	1,128	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 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).
F3Pursuant to the Merger Agreement, each outstanding phantom stock unit with respect to the Company's common stock acquired pursuant to the Time Warner Inc. Non-Employee Directors' Deferred Compensation Plan (the "Deferred Compensation Plan") was deemed converted into an amount in cash equal to approximately $100.8845 and reinvested in the investment option under the Deferred Compensation Plan that earns interest at a specified rate. Pursuant to the terms of the Deferred Compensation Plan, the amount credited to the account will be paid out in cash in a lump sum or in annual installments beginning on April 30, 2019.