SEC Form 4 · accession 0001127602-18-003785
Time Inc. · TIME
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David B Elders
Officer — EVP, Chief Revenue Officer
Period of report
Jan 31, 2018
Accepted (ET)
Feb 2, 2018 · 4:56 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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01F2 | Jan 31, 2018 | M | 11,364 | — | A | 25,826 | D | |
| Common Stock, par value $0.01F3 | Jan 31, 2018 | D | 11,364 | — | D | 14,462 | D | |
| Common Stock, par value $0.01F4 | Jan 31, 2018 | D | 13,533 | — | D | 929 | D | |
| Common Stock, par value $0.01 | Jan 31, 2018 | D | 929 | $18.50 | D | 0 | 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 | — | Jan 31, 2018 | M | 11,364 | D | — | Mar 15, 2018 | Common Stock, par value $0.01 | 11,364 | 0 | D |
| Stock Option (right to buy)F3 | $14.20 | Jan 31, 2018 | D | 100,000 | D | Jan 31, 2018 | Jul 23, 2020 | Common Stock, par value $0.01 | 100,000 | 0 | D |
Explanation of responses
- F1The OPP units 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.
- F3This option, which provided for vesting in two equal installments beginning July 24, 2018, 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.
- F4Disposed 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 3,749 Meredith Corporation RSUs on the effective date of the merger.