SEC Form 4 · accession 0001127602-18-002504
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 24, 2018
Accepted (ET)
Jan 25, 2018 · 4:52 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 24, 2018 | A | 32,356 | A | Feb 15, 2018 | Feb 15, 2018 | Common Stock, Par Value $.01 | 32,356 | 32,356 | D |
Explanation of responses
- F1Each performance stock unit represents a contingent right to receive one share of common stock.
- F2On February 15, 2015, the Reporting Person was awarded 18,178 target performance stock units with a three-year performance period ending December 31, 2017. On January 24, 2018, the Compensation and Human Development Committee approved a payout of 178% of the target PSUs under the performance standards set in 2015, based on (i) the Issuer's cumulative Adjusted EPS achieved during the performance period, which resulted in an Adjusted EPS factor of 200%, 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 89%. The payout factor for the performance stock units is determined by multiplying the Adjusted EPS factor and the TSR modifier.