SEC Form 4 · accession 0001127602-18-002505
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 24, 2018
Accepted (ET)
Jan 25, 2018 · 4:54 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 24, 2018 | A | 160,776 | A | Feb 15, 2018 | Feb 15, 2018 | Common Stock, Par Value $.01 | 160,776 | 160,776 | D |
| Restricted Stock UnitsF4,F3 | — | Jan 24, 2018 | A | 332,226 | A | — | — | Common Stock, Par Value $.01 | 332,226 | 332,226 | 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 90,324 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.
- F3Each restricted stock unit represents a contingent right to receive one share of common stock.
- F4This award of restricted stock units was made on February 15, 2017 as a special retention award in accordance with the Agreement and Plan of Merger, dated as of October 22, 2016, among Time Warner Inc., AT&T Inc. and West Merger Sub, Inc., as amended, with a value equal to approximately two times the Reporting Person's annual long-term incentive compensation, and subject to a performance condition, which the Compensation and Human Development Committee certified on January 24, 2018 had been satisfied. Half of this award is scheduled to vest in four equal installments on each of the first four anniversaries of February 15, 2017, and the remaining half is scheduled to vest in four equal installments on each of the first four anniversaries of February 15, 2018.