SEC Form 4 · accession 0001127602-16-041891
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, 2016
Accepted (ET)
Feb 17, 2016 · 5:13 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, 2016 | M | 4,694 | $0.00 | A | 33,503 | D | |
| Common Stock, Par Value $.01 | Feb 15, 2016 | F | 2,420 | $62.26 | D | 31,083 | D | |
| Common Stock, Par Value $.01F2 | Feb 15, 2016 | M | 4,799 | $0.00 | A | 35,882 | D | |
| Common Stock, Par Value $.01 | Feb 15, 2016 | F | 2,474 | $62.26 | D | 33,408 | D | |
| Common Stock, Par Value $.01F2 | Feb 15, 2016 | M | 4,891 | $0.00 | A | 38,299 | D | |
| Common Stock, Par Value $.01 | Feb 15, 2016 | F | 2,522 | $62.26 | D | 35,777 | 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 UnitsF7,F2,F4 | — | Feb 15, 2016 | M | 4,694 | D | — | — | Common Stock, Par Value $.01 | 4,694 | 33,872 | D |
| Restricted Stock UnitsF7,F2,F5 | — | Feb 15, 2016 | M | 4,799 | D | — | — | Common Stock, Par Value $.01 | 4,799 | 29,073 | D |
| Restricted Stock UnitsF7,F2,F6 | — | Feb 15, 2016 | M | 4,891 | D | — | — | Common Stock, Par Value $.01 | 4,891 | 24,182 | D |
| Employee Stock Option (Right to Buy)F8 | $62.26 | Feb 15, 2016 | A | 113,115 | A | — | Feb 14, 2026 | Common Stock, Par Value $.01 | 113,115 | 113,115 | D |
Explanation of responses
- F1Shares of common stock acquired upon the vesting of restricted stock units awarded on February 15, 2012, February 15, 2014 and February 15, 2015.
- F2Each restricted stock unit represents a 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 their date of grant, February 15, 2014.
- F6These restricted stock units vest in four equal installments on the first four anniversaries of their date of grant, February 15, 2015.
- F7These restricted stock units include restricted stock units that vest in four equal installments on the first four anniversaries of the following dates of grant: February 15, 2014 and February 15, 2015.
- F8This option becomes exercisable in increments of 25% on the first four anniversaries of the date of grant, February 15, 2016.