SEC Form 4 · accession 0001127602-17-002582
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
Jan 26, 2017
Accepted (ET)
Jan 27, 2017 · 1:54 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001105705
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock UnitsF2,F1 | — | Jan 26, 2017 | A | 10,072 | A | Feb 15, 2017 | Feb 15, 2017 | Common Stock, Par Value $.01 | 10,072 | 10,072 | D |
Explanation of responses
- F1Each performance stock unit represents a contingent right to receive one share of common stock.
- F2On January 26, 2017, the Compensation and Human Development Committee (the "Compensation Committee") approved a final payout of 199.2% of the 19,295 target performance stock units granted in 2014 (as adjusted for the spin-off of Time Inc.), under the performance standards set in 2014, based on (i) the Issuer's cumulative Adjusted EPS achieved during the performance period, which resulted in an Adjusted EPS factor of 166% and (ii) its total stockholder return for the performance period compared to the other companies in the S&P 500, which resulted in a TSR modifier of 120%. The payout factor for the performance stock units is determined by multiplying the Adjusted EPS factor and the TSR modifier. As a result, an additional 10,072 shares will vest on February 15, 2017 with respect to the Reporting Person's 2014 performance stock unit award. These shares represent the difference between the number of shares that would vest and be paid out based on the final 199.2% payout factor and the 28,363 shares that vested on December 15, 2016 in connection with actions approved by the Compensation Committee 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 vesting and payout of shares in December 2016 related to the 2014 performance stock units were reported on a Form 4 filed by the Reporting Person on December 16, 2016.