SEC Form 4 · accession 0001127602-15-006842
WARNER MEDIA, LLC · TWX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Howard M Averill
Officer — EVP & Chief Financial Officer
Period of report
Feb 15, 2015
Accepted (ET)
Feb 18, 2015 · 6:11 pm EST
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 $.01F2 | Feb 15, 2015 | M | 4,694 | $0.00 | A | 28,860 | D | |
| Common Stock, Par Value $.01 | Feb 15, 2015 | F | 2,420 | $83.87 | D | 26,440 | D | |
| Common Stock, Par Value $.01F2 | Feb 15, 2015 | M | 4,891 | $0.00 | A | 31,331 | D | |
| Common Stock, Par Value $.01 | Feb 15, 2015 | F | 2,522 | $83.87 | D | 28,809 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF6,F2,F4 | — | Feb 15, 2015 | M | 4,694 | D | — | — | Common Stock, Par Value $.01 | 4,694 | 24,261 | D |
| Restricted Stock UnitsF6,F2,F5 | — | Feb 15, 2015 | M | 4,891 | D | — | — | Common Stock, Par Value $.01 | 4,891 | 19,370 | D |
| Employee Stock Option (Right to Buy)F7 | $83.87 | Feb 15, 2015 | A | 75,328 | A | — | Feb 14, 2025 | Common Stock, Par Value $.01 | 75,328 | 75,328 | D |
Explanation of responses
- F1Shares of common stock acquired upon the vesting of restricted stock units awarded on February 15, 2012 and February 15, 2014.
- F2Each restricted stock unit represents the contingent right to receive one share of common stock. The Reporting Person received one share of common stock for each restricted stock unit that vested.
- F3Payment of tax liability by withholding shares of common stock incident to the vesting of restricted stock units in accordance with Rule 16b-3.
- F4These restricted stock units vest in two equal installments on the third and fourth anniversaries of the date of grant, February 15, 2012.
- F5These restricted stock units vest in four equal installments on the first four anniversaries of the date of grant, February 15, 2014.
- F6These 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, 2012, and (ii) restricted stock units that vest in four equal installments on the first four anniversaries of the date of grant, February 15, 2014.
- F7This option becomes exercisable in increments of 25% on the first four anniversaries of the date of grant, February 15, 2015.