SEC Form 4 · accession 0001140361-18-007349
LOEWS CORP · L
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Andrew H Tisch
Officer — Co-Ch. of Bd/Off. Pres./Ch. EC · Director
Period of report
Feb 11, 2018
Accepted (ET)
Feb 13, 2018 · 6:20 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000060086
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 11, 2018 | M | 12,641 | $0.00 | A | 2,491,313 | D | |
| Common StockF2 | Feb 11, 2018 | F | 4,835 | $46.73 | D | 2,486,478 | D | |
| Common StockF3 | Feb 12, 2018 | S | 7,806 | $47.49 | D | 2,478,672 | D | |
| Common Stock | holding | — | — | — | 11,957,605 | I | By Trusts |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF4,F5 | — | Feb 11, 2018 | M | 12,641 | D | — | — | Common Stock | 12,641 | 12,642 | D |
| Restrict Stock UnitsF6,F4,F7 | — | Feb 12, 2018 | A | 19,506 | A | — | — | Common Stock | 19,506 | 19,506 | D |
Explanation of responses
- F1Represents the conversion upon vesting of restricted stock units ("RSUs") into common stock. On February 11, 2016, the Reporting Person was awarded 25,000 RSUs subject to: (a) shareholder approval of the 2016 Incentive Compensation Plan, and (b) the Issuer achieving a target level of performance based income ("PBI Metric") for 2016. The Plan was approved at the Issuer's annual meeting on May 10, 2016 and the Compensation Committee confirmed the achievement of the PBI Metric on February 13, 2017. The RSUs were reported on Table II of a Form 4 filed in connection therewith. The Reporting Person received 283.48 additional RSUs (subject to the same conditions) through associated dividend equivalent rights in connection with dividends paid on the Issuer's common stock after the grant date that were reported on Table II of previously filed Form 4s (such additional RSUs, together with the underlying RSUs, the "2016 RSUs"). 50% of the 2016 RSUs vested on February 11, 2018.
- F2The Reporting Person is reporting the withholding, by the Issuer, of 4,835 shares of common stock that vested in respect of the 2016 RSUs on February 11, 2018 but were not issued in order to satisfy the Reporting Person's tax withholding obligations in connection with the delivery to the Reporting Person of the converted common stock in respect of the vested 2016 RSUs.
- F3Represents the weighted average price of multiple transactions with a range of prices between $46.99 and $47.87. The Reporting Person, upon request by the SEC Staff, the Issuer or a security holder of the Issuer, undertakes to provide further information regarding the number of securities at each separate price sold.
- F4Each RSU represents a contingent right to receive one share of the Issuer's common stock.
- F550% of the 2016 RSUs vested on February 11, 2018. The common stock into which such vested RSUs converted is reported on Table I of this Form 4. The remaining unvested 2016 RSUs will 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 by the Reporting Person.
- F619,405 RSUs were awarded to the Reporting Person on February 13, 2017 subject to the Issuer achieving a pre-determined PBI Metric for 2017. 101.25 additional RSUs were awarded to the Reporting Person (subject to the same condition as the underlying RSUs) on account of dividend equivalent rights associated with these RSUs in connection with the Issuer's payment of dividends on its common stock after the grant date for the underlying RSUs (such additional RSUs, together with the underlying RSUs, the "2017 RSUs"). The Compensation Committee of the Issuer's board of directors determined that the Issuer achieved the PBI Metric on February 12, 2018.
- F750% of the 2017 RSUs vest on February 13, 2019 and 50% vest on February 13, 2020. 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 by the Reporting Person.