SEC Form 4 · accession 0001140361-17-007618
LOEWS CORP · L
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James S Tisch
Officer — Pres.&Chief Exec. Officer · Director
Period of report
Feb 13, 2017
Accepted (ET)
Feb 15, 2017 · 10:51 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000060086
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F1,F3 | — | Feb 13, 2017 | A | 25,000 | A | — | — | Common Stock | 25,000 | 25,000 | D |
| Restricted Stock UnitsF4,F1,F5 | — | Feb 13, 2017 | A | 152 | A | — | — | Common Stock | 152 | 25,152 | D |
Explanation of responses
- F1Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.
- F2The RSUs were awarded to the Reporting Person on February 11, 2016 (the "2016 RSUs"), subject to: (a) approval of the Issuer's 2016 Incentive Compensation Plan (the "Plan") by its shareholders, and (b) the Issuer achieving a pre-determined level of performance based income ("PBI Metric") for 2016. The Issuer's shareholders approved the Plan at the Issuer's annual meeting of shareholders on May 10, 2016 and the Compensation Committee of the Issuer's board of directors determined that the Issuer achieved the PBI Metric on February 13, 2017.
- F350% of the 2016 RSUs vest on February 11, 2018 and 50% vest on February 11, 2019. Shares of the Issuer's common stock will be delivered to the Reporting Person within 30 days after vesting, subject to any election to defer delivery of shares made by the Reporting Person.
- F4Represents additional RSUs awarded to the Reporting Person on account of dividend equivalent rights associated with the 2016 RSUs (the "2016 Dividend Equivalent RSUs"), which were subject to the same conditions as the 2016 RSUs.
- F5The 2016 Dividend Equivalent RSUs vest, and shares of the Issuer's common stock will be delivered to the Reporting Person, concurrently with the 2016 RSUs, subject to any election to defer delivery of shares made by the Reporting Person with respect to such 2016 RSUs.