SEC Form 4 · accession 0001127602-17-006860
WARNER MEDIA, LLC · TWX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gary L Ginsberg
Officer — Executive Vice President
Period of report
Feb 15, 2017
Accepted (ET)
Feb 17, 2017 · 3:12 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 | Feb 15, 2017 | M | 9,933 | $0.00 | A | 32,165 | D | |
| Common Stock, Par Value $.01 | Feb 15, 2017 | F | 5,544 | $96.32 | D | 26,621 | D | |
| Common Stock, Par Value $.01F2 | Feb 15, 2017 | M | 2,559 | $0.00 | A | 29,180 | D | |
| Common Stock, Par Value $.01 | Feb 15, 2017 | F | 1,428 | $96.32 | D | 27,752 | D | |
| Common Stock, Par Value $.01F2 | Feb 15, 2017 | M | 1,048 | $0.00 | A | 28,800 | D | |
| Common Stock, Par Value $.01 | Feb 15, 2017 | F | 584 | $96.32 | D | 28,216 | D | |
| Common Stock, Par Value $.01F2 | Feb 15, 2017 | M | 939 | $0.00 | A | 29,155 | D | |
| Common Stock, Par Value $.01 | Feb 15, 2017 | F | 524 | $96.32 | D | 28,631 | D | |
| Common Stock, Par Value $.01F2 | Feb 15, 2017 | M | 1,264 | $0.00 | A | 29,895 | D | |
| Common Stock, Par Value $.01 | Feb 15, 2017 | F | 705 | $96.32 | D | 29,190 | 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 UnitsF2 | — | Feb 15, 2017 | M | 9,933 | D | Feb 15, 2017 | Feb 15, 2017 | Common Stock, Par Value $.01 | 9,933 | 0 | D |
| Restricted Stock UnitsF9,F2,F5 | — | Feb 15, 2017 | M | 2,559 | D | — | — | Common Stock, Par Value $.01 | 2,559 | 39,228 | D |
| Restricted Stock UnitsF9,F2,F6 | — | Feb 15, 2017 | M | 1,048 | D | — | — | Common Stock, Par Value $.01 | 1,048 | 38,180 | D |
| Restricted Stock UnitsF9,F2,F7 | — | Feb 15, 2017 | M | 939 | D | — | — | Common Stock, Par Value $.01 | 939 | 37,241 | D |
| Restricted Stock UnitsF9,F2,F8 | — | Feb 15, 2017 | M | 1,264 | D | — | — | Common Stock, Par Value $.01 | 1,264 | 35,977 | D |
Explanation of responses
- F1On February 15, 2014 and April 15, 2014, the Reporting Person was awarded 4,134 and 853, respectively, target performance stock units (as adjusted for the spin-off of Time Inc.) with a three-year performance period ending December 31, 2016. As previously reported on a Form 4 (filed with the SEC on January 27, 2017), 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. On February 15, 2017, the Reporting Person acquired 9,933 shares of common stock upon the vesting of the PSUs, which, due to rounding, is one fewer share than the number of PSUs reported on the Form 4 filed on January 27, 2017.
- 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, 2013, February 15, 2014, February 15, 2015 and February 15, 2016.
- F5These restricted stock units vest in two equal installments on the third and fourth anniversaries of the date of grant, February 15, 2013.
- F6These restricted stock units vest in four equal installments on the first four anniversaries of the date of grant, February 15, 2014.
- F7These restricted stock units vest in four equal installments on the first four anniversaries of their date of grant, February 15, 2015.
- F8These restricted stock units vest in four equal installments on the first four anniversaries of their date of grant, February 15, 2016.
- F9These restricted stock units include (i) 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; (ii) restricted stock units that vest in four equal installments on February 15, 2016 and the second, third and fourth anniversaries of the date of grant, April 15, 2014; (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.