SEC Form 4 · accession 0001127602-16-070303
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
Dec 14, 2016
Accepted (ET)
Dec 16, 2016 · 4:47 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 | Dec 15, 2016 | M | 4,891 | $0.00 | A | 40,668 | D | |
| Common Stock, Par Value $.01 | Dec 15, 2016 | F | 2,522 | $95.32 | D | 38,146 | D | |
| Common Stock, Par Value $.01F2 | Dec 15, 2016 | M | 4,799 | $0.00 | A | 42,945 | D | |
| Common Stock, Par Value $.01 | Dec 15, 2016 | F | 2,474 | $95.32 | D | 40,471 | D | |
| Common Stock, Par Value $.01F2 | Dec 15, 2016 | M | 6,464 | $0.00 | A | 46,935 | D | |
| Common Stock, Par Value $.01 | Dec 15, 2016 | F | 3,333 | $95.32 | D | 43,602 | D | |
| Common Stock, Par Value $.01F2 | Dec 15, 2016 | M | 28,363 | $0.00 | A | 71,965 | D | |
| Common Stock, Par Value $.01 | Dec 15, 2016 | F | 14,626 | $95.32 | D | 57,339 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock UnitsF6,F7 | — | Dec 14, 2016 | A | 28,363 | A | Dec 15, 2016 | Dec 15, 2016 | Common Stock, Par Value $.01 | 28,363 | 28,363 | D |
| Restricted Stock UnitsF9,F10,F8,F11 | — | Dec 14, 2016 | A | 25,859 | A | — | — | Common Stock, Par Value $.01 | 25,859 | 156,105 | D |
| Restricted Stock UnitsF10,F8,F12 | — | Dec 15, 2016 | M | 4,891 | D | — | — | Common Stock, Par Value $.01 | 4,891 | 151,214 | D |
| Restricted Stock UnitsF10,F8,F13 | — | Dec 15, 2016 | M | 4,799 | D | — | — | Common Stock, Par Value $.01 | 4,799 | 146,415 | D |
| Restricted Stock UnitsF10,F8,F11 | — | Dec 15, 2016 | M | 6,464 | D | — | — | Common Stock, Par Value $.01 | 6,464 | 139,951 | D |
| Performance Stock UnitsF6,F7 | — | Dec 15, 2016 | M | 28,363 | D | Dec 15, 2016 | Dec 15, 2016 | Common Stock, Par Value $.01 | 28,363 | 0 | D |
Explanation of responses
- F1Shares of common stock acquired as a result of the accelerated vesting of the restricted stock units granted on February 15, 2014 that were scheduled to vest on February 15, 2017.
- F10Includes restricted stock units that vest in four equal installments on: (i) the first four anniversaries of the following dates of grants: February 15, 2014, February 15, 2015, and February 15, 2016 (except that the vesting of each installment originally scheduled to occur on February 15, 2017 was accelerated to December 15, 2016); (ii) on the first four anniversaries of February 15, 2017; and (iii) the first four anniversaries of February 15, 2018.
- F11These restricted stock units vest in four equal installments on the first four anniversaries of the date of grant, February 15, 2016, except that the vesting of the first installment was accelerated to December 15, 2016 from February 15, 2017 by the Compensation Committee as part of the Section 280G mitigation actions.
- F12These restricted stock units vest in four equal installments on the first four anniversaries of the date of grant, February 15, 2014, except that the vesting of the third installment was accelerated to December 15, 2016 from February 15, 2017 by the Compensation Committee as part of the Section 280G mitigation actions.
- F13These restricted stock units vest in four equal installments on the first four anniversaries of the date of grant, February 15, 2015, except that the vesting of the second installment was accelerated to December 15, 2016 from February 15, 2017 by the Compensation Committee as part of the Section 280G mitigation actions.
- F2Each restricted stock unit and performance 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 or performance stock unit that vested.
- F3Payment of tax liability by withholding shares of common stock incident to the vesting of restricted stock units or performance stock units in accordance with Rule 16b-3.
- F4Shares of common stock acquired as a result of the accelerated vesting of the restricted stock units granted on February 15, 2015 that were scheduled to vest on February 15, 2017.
- F5Shares of common stock acquired as a result of the accelerated vesting of the restricted stock units granted on February 15, 2016 that were scheduled to vest on February 15, 2017.
- F6On February 15, 2014, the Reporting Person was awarded 19,295 target performance stock units (as adjusted for the spin-off of Time Inc.) with a three-year performance period ending on December 31, 2016. On December 14, 2016, as part of actions taken to mitigate the potential adverse tax consequences to Time Warner Inc. and the Reporting Person of Section 280G of the Internal Revenue Code in connection with the pending acquisition of Time Warner Inc. by AT&T Inc., the Compensation and Human Development Committee (the "Compensation Committee") approved the accelerated vesting and the payout of shares on December 15, 2016 (rather than February 15, 2017) at the level of 147% of the target number of performance stock units, which was the amount accrued for financial reporting purposes through September 30, 2016, and which the Compensation Committee determined was lower than the level substantially likely to be achieved for the entire performance period. The Reporting Person will remain eligible to receive additional shares that vest February 15, 2017 based on the performance achieved for the performance period, as certified by the Compensation Committee, less the 28,363 performance stock units that vested on December 15, 2016.
- F7Each performance stock unit represents a contingent right to receive one share of common stock.
- F8Each restricted stock unit represents a contingent right to receive one share of common stock.
- F9On February 15, 2016, the Reporting Person was awarded 25,859 restricted stock units that were subject to a one-year Section 162(m) condition. On December 14, 2016, as part of the Section 280G mitigation actions, the Compensation Committee waived the Section 162(m) condition (acknowledging that the Company had earned the adjusted net income required to satisfy the Section 162(m) measure by the end of the third quarter of 2016) and approved the accelerated vesting on December 15, 2016 of the first 25% installment of the restricted stock units, which otherwise would have vested on February 15, 2017. The three remaining 25% installments of the restricted stock units will vest on the second, third and fourth anniversaries of the date of grant, as originally scheduled.