SEC Form 4 · accession 0001567619-18-000619
LOEWS CORP · L
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Marc A Alpert
Officer — Sr. VP, Gen. Coun. & Secy.
Period of report
Aug 10, 2018
Accepted (ET)
Aug 13, 2018 · 4:20 pm EDT
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 | Aug 10, 2018 | M | 3,467 | $0.00 | A | 3,467 | D | |
| Common StockF2 | Aug 10, 2018 | F | 1,326 | $50.33 | D | 2,141 | D | |
| Common Stock | Aug 10, 2018 | S | 2,141 | $49.97 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F4 | — | Aug 10, 2018 | M | 3,467 | D | — | — | Common Stock | 3,467 | 3,468 | D |
Explanation of responses
- F1Represents the conversion upon vesting of restricted stock units ("RSUs") into common stock. On August 10, 2016, the Reporting Person was awarded 6,863 RSUs subject to the Issuer achieving a target level of performance based income ("PBI Metric") for 2016. The Compensation Committee confirmed the achievement of the PBI Metric on February 13, 2017 and the RSUs were reported on Table II of a Form 4 filed in connection therewith. The Reporting Person received 72 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 August 10, 2018.
- F2The Reporting Person is reporting the withholding, by the Issuer, of 1,326 shares of common stock that vested in respect of the 2016 RSUs on August 10, 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.
- F3Each RSU represents a contingent right to receive one share of the Issuer's common stock.
- F450% of the 2016 RSUs vested on August 10, 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 August 10, 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.