SEC Form 4 · accession 0001127602-18-007126

WARNER MEDIA, LLC · TWX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Karen Magee

Officer — Executive Vice President

Period of report

Feb 15, 2018

Accepted (ET)

Feb 20, 2018 · 3:44 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
Common Stock, Par Value $.01^F2	Feb 15, 2018	M	6,682	$0.00	A	23,503	D
Common Stock, Par Value $.01	Feb 15, 2018	F	3,556	$94.99	D	19,947	D
Common Stock, Par Value $.01^F2	Feb 15, 2018	M	1,330	$0.00	A	21,277	D
Common Stock, Par Value $.01	Feb 15, 2018	F	676	$94.99	D	20,601	D
Common Stock, Par Value $.01^F2	Feb 15, 2018	M	991	$0.00	A	21,592	D
Common Stock, Par Value $.01	Feb 15, 2018	F	504	$94.99	D	21,088	D
Common Stock, Par Value $.01^F2	Feb 15, 2018	M	1,335	$0.00	A	22,423	D
Common Stock, Par Value $.01	Feb 15, 2018	F	679	$94.99	D	21,744	D
Common Stock, Par Value $.01^F2	Feb 15, 2018	M	3,602	$0.00	A	25,346	D
Common Stock, Par Value $.01	Feb 15, 2018	F	1,916	$94.99	D	23,430	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 Units^F2	—	Feb 15, 2018	M	6,682	D	Feb 15, 2018	Feb 15, 2018	Common Stock, Par Value $.01	6,682	0	D
Restricted Stock Units^F9,F2,F5	—	Feb 15, 2018	M	1,330	D	—	—	Common Stock, Par Value $.01	1,330	34,810	D
Restricted Stock Units^F9,F2,F6	—	Feb 15, 2018	M	991	D	—	—	Common Stock, Par Value $.01	991	33,819	D
Restricted Stock Units^F9,F2,F7	—	Feb 15, 2018	M	1,335	D	—	—	Common Stock, Par Value $.01	1,335	32,484	D
Restricted Stock Units^F9,F2,F8	—	Feb 15, 2018	M	3,602	D	—	—	Common Stock, Par Value $.01	3,602	28,882	D

Explanation of responses

F1On February 15, 2015, the Reporting Person was awarded 3,754 target performance stock units with a three-year performance period ending December 31, 2017. As previously reported on a Form 4 (filed with the SEC on January 25, 2018), 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 other companies in the S&P 500, which resulted in a TSR modifier of 89%. The PSU payout factor is determined by multiplying the Adjusted EPS factor and the TSR modifier. On February 15, 2018, the Reporting Person acquired 6,682 shares of common stock upon the vesting of the performance stock units.
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, 2014, February 15, 2015, February 15, 2016 and October 24, 2016.
F5These restricted stock units vest in four equal installments on the first four anniversaries of their date of grant, February 15, 2014.
F6These restricted stock units vest in four equal installments on the first four anniversaries of the date of grant, February 15, 2015.
F7These restricted stock units vest in four equal installments on the first four anniversaries of their date of grant, February 15, 2016.
F8These restricted stock units vest in four equal installments on the first four anniversaries of February 15, 2017.
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, 2015 and February 15, 2016; (ii) restricted stock units that are scheduled to vest in four equal installments on each anniversary of February 15, 2017; and (iii) restricted stock units that are scheduled to vest in four equal installments on each anniversary of February 15, 2018.