SEC Form 4 · accession 0001127602-16-041896

WARNER MEDIA, LLC · TWX

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

Reporting owner

Paul T Cappuccio

Officer — EVP and General Counsel

Period of report

Feb 15, 2016

Accepted (ET)

Feb 17, 2016 · 5:16 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 $.01^F2	Feb 15, 2016	M	34,165	$0.00	A	135,447	D
Common Stock, Par Value $.01	Feb 15, 2016	F	17,687	$62.26	D	117,760	D
Common Stock, Par Value $.01^F2	Feb 15, 2016	M	13,393	$0.00	A	131,153	D
Common Stock, Par Value $.01	Feb 15, 2016	F	6,933	$62.26	D	124,220	D
Common Stock, Par Value $.01^F2	Feb 15, 2016	M	9,379	$0.00	A	133,599	D
Common Stock, Par Value $.01	Feb 15, 2016	F	4,855	$62.26	D	128,744	D
Common Stock, Par Value $.01^F2	Feb 15, 2016	M	3,843	$0.00	A	132,587	D
Common Stock, Par Value $.01	Feb 15, 2016	F	1,989	$62.26	D	130,598	D
Common Stock, Par Value $.01^F2	Feb 15, 2016	M	3,547	$0.00	A	134,145	D
Common Stock, Par Value $.01	Feb 15, 2016	F	1,836	$62.26	D	132,309	D
Common Stock, Par Value $.01	Feb 16, 2016	M	85,620	$34.65	A	217,929	D
Common Stock, Par Value $.01^F14,F15	Feb 16, 2016	S	72,520	$62.81	D	145,409	D
Common Stock, Par Value $.01^F15,F16	Feb 16, 2016	S	13,100	$63.30	D	132,309	D
Common Stock, Par Value $.01^F5	holding	—	—		—	284	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
Performance Stock Units^F2	—	Feb 15, 2016	M	34,165	D	Feb 15, 2016	Feb 15, 2016	Common Stock, Par Value $.01	34,165	0	D
Restricted Stock Units^F10,F2,F6	—	Feb 15, 2016	M	13,393	D	—	—	Common Stock, Par Value $.01	13,393	44,478	D
Restricted Stock Units^F10,F2,F7	—	Feb 15, 2016	M	9,379	D	—	—	Common Stock, Par Value $.01	9,379	35,099	D
Restricted Stock Units^F10,F2,F8	—	Feb 15, 2016	M	3,843	D	—	—	Common Stock, Par Value $.01	3,843	31,256	D
Restricted Stock Units^F10,F2,F9	—	Feb 15, 2016	M	3,547	D	—	—	Common Stock, Par Value $.01	3,547	27,709	D
Employee Stock Option (Right to Buy)^F11	$62.26	Feb 15, 2016	A	83,607	A	—	Feb 14, 2026	Common Stock, Par Value $.01	83,607	83,607	D
Employee Stock Option (Right to Buy)^F13	$34.65	Feb 16, 2016	M	85,620	D	—	Mar 2, 2016	Common Stock, Par Value $.01	85,620	0	D

Explanation of responses

F1On February 15, 2013, the Reporting Person was awarded 18,001 target performance stock units (as adjusted for the spin-off of Time Inc.) with a three-year performance period ending December 31, 2015. As previously reported on a Form 4 (filed with the SEC on January 28, 2016), on January 27, 2016, the Compensation and Human Development Committee approved a payout of 189.8% of the target PSUs under the performance standards set in 2013, based on (i) the Issuer's cumulative Adjusted EPS achieved during the performance period, which resulted in an Adjusted EPS factor of 183%, and (ii) its total stockholder return for the performance period compared to other companies in the S&P 500, which resulted in a TSR modifier of 103.7%. The PSU payout factor is determined by multiplying the Adjusted EPS factor and the TSR modifier. On February 15, 2016, the Reporting Person acquired 34,165 shares of common stock upon the vesting of the performance stock units.
F10These 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, 2013, and (ii) 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.
F11This option becomes exercisable in increments of 25% on the first four anniversaries of the date of grant, February 15, 2016.
F12This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 11, 2015.
F13This option is currently exercisable.
F14This transaction was executed in multiple trades at prices ranging from $62.23 to $63.225. The price reported above reflects the weighted average sale price.
F15The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, Time Warner Inc. or a security holder of Time Warner Inc., full information regarding the number of shares and prices at which each transaction was effected.
F16This transaction was executed in multiple trades at prices ranging from $63.23 to $63.69. The price reported above reflects the weighted average sale price.
F2Each performance stock unit or 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 performance stock unit or restricted stock unit that vested.
F3Payment of tax liability by withholding shares of common stock incident to the vesting of performance stock units or restricted stock units in accordance with Rule 16b-3.
F4Shares of common stock acquired upon the vesting of restricted stock units awarded on February 15, 2012, February 15, 2013, February 15, 2014 and February 15, 2015.
F5The Time Warner Savings Plan, a qualified employee benefit plan (the "Savings Plan"). Includes shares of common stock acquired through the reinvestment of dividends paid on the common stock held by the Savings Plan.
F6These restricted stock units vest in two equal installments on the third and fourth anniversaries of the date of grant, February 15, 2012.
F7These restricted stock units vest in two equal installments on the third and fourth anniversaries of their date of grant, February 15, 2013.
F8These restricted stock units vest in four equal installments on the first four anniversaries of their date of grant, February 15, 2014.
F9These restricted stock units vest in four equal installments on the first four anniversaries of their date of grant, February 15, 2015.