SEC Form 4 · accession 0001127602-17-002588
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
Jan 26, 2017
Accepted (ET)
Jan 27, 2017 · 1:57 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F4,F1,F3 | — | Jan 26, 2017 | A | 19,113 | A | — | — | Common Stock, Par Value $.01 | 19,113 | 125,218 | D |
| Performance Stock UnitsF6,F5 | — | Jan 26, 2017 | A | 30,200 | A | Feb 15, 2017 | Feb 15, 2017 | Common Stock, Par Value $.01 | 30,200 | 30,200 | D |
Explanation of responses
- F1Each restricted stock unit represents the contingent right to receive one share of common stock.
- F2These restricted stock units were awarded on February 15, 2016 and were subject to a performance condition, which the Compensation and Human Development Committee certified on January 26, 2017 had been satisfied.
- F3These restricted stock units vest in four equal installments on the first four anniversaries of their date of grant, February 15, 2016.
- F4These 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; (ii) restricted stock units that vest in four equal installments on the first four anniversaries of the following dates of grant: February 15, 2014, February 15, 2015 and February 15, 2016; (iii) restricted stock units that are scheduled to vest in four equal installments on each anniversary of February 15, 2017; and (iv) restricted stock units that are scheduled to vest in four equal installments on each anniversary of February 15, 2018.
- F5Each performance stock unit represents a contingent right to receive one share of common stock.
- F6On February 15, 2014, the Reporting Person was awarded 15,161 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.