SEC Form 4 · accession 0001127602-17-002584
WARNER MEDIA, LLC · TWX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey L Bewkes
Officer — Chairman of the Board and CEO · Director
Period of report
Jan 26, 2017
Accepted (ET)
Jan 27, 2017 · 1:55 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 | 251,015 | A | Feb 15, 2017 | Feb 15, 2017 | Common Stock, Par Value $.01 | 251,015 | 251,015 | D |
Explanation of responses
- F1Each performance stock unit represents a contingent right to receive one share of common stock.
- F2On February 15, 2014, the Reporting Person was awarded 126,012 target performance stock units (as adjusted for the spin-off of Time Inc.) with a three-year performance period ending December 31, 2016. On January 26, 2017, the Compensation and Human Development Committee approved a payout of 199.2% of the target PSUs 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 other companies in the S&P 500, which resulted in a TSR modifier of 120%. The PSU payout factor is determined by multiplying the Adjusted EPS factor and the TSR modifier.