SEC Form 4 · accession 0001127602-18-003775

Time Inc. · TIME

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

Reporting owner

Richard Battista

Officer — President & CEO · Director

Period of report

Jan 31, 2018

Accepted (ET)

Feb 2, 2018 · 4:52 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001591517

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock, par value $0.01^F2	Jan 31, 2018	M	56,819	—	A	181,990	D
Common Stock, par value $0.01^F3	Jan 31, 2018	D	56,819	—	D	125,171	D
Common Stock, par value $0.01	Jan 31, 2018	D	125,171	$18.50	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (right to buy)^F4	$14.32	Jan 31, 2018	D	400,000	D	—	Sep 12, 2026	Common Stock, par value $0.01	400,000	D
Stock Option (right to buy)^F5	$14.38	Jan 31, 2018	D	171,673	D	—	Feb 7, 2026	Common Stock, par value $0.01	171,673	D
Performance Stock Units^F2	—	Jan 31, 2018	M	56,819	D	—	Mar 15, 2018	Common Stock, par value $0.01	56,819	D

Explanation of responses

F1Represents the OPP units that vested as to 50% of the shares subject to the award, with the remainder of the shares forfeited.
F2Each OPP unit was granted under the 2014 Omnibus Incentive Compensation Plan or the 2016 Omnibus Incentive Compensation Plan and represents a right to receive one share of common stock.
F3Disposed of pursuant to the Agreement and Plan of Merger, dated as of November 26, 2017, between the issuer, Meredith Corporation and certain other parties in exchange for $18.50 per share on the effective date of the merger.
F4This option, which provided for vesting in four equal installments beginning September 13, 2017, was canceled and converted into the right to receive an amount in cash, without interest, determined by multiplying (i) the excess of the per share merger consideration of $18.50 over the exercise price of such stock option by (ii) the number of shares of common stock underlying the stock option, less any applicable withholding taxes. Such transaction was exempt under Rule 16b-3.
F5This option, which provided for vesting in four equal installments beginning February 8, 2017, was canceled and converted into the right to receive an amount in cash, without interest, determined by multiplying (i) the excess of the per share merger consideration of $18.50 over the exercise price of such stock option by (ii) the number of shares of common stock underlying the stock option, less any applicable withholding taxes. Such transaction was exempt under Rule 16b-3.