SEC Form 4 · accession 0001567619-19-003822
LOEWS CORP · L
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jonathan M Tisch
Officer — Co-Ch. of Bd/Off. of the Pres. · Director
Period of report
Feb 11, 2019
Accepted (ET)
Feb 13, 2019 · 4:56 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, 2019 | M | 12,706 | $0.00 | A | 12,706 | D | |
| Common StockF2 | Feb 11, 2019 | F | 6,763 | $47.47 | D | 5,943 | D | |
| Common StockF3 | Feb 11, 2019 | S | 5,943 | $44.54 | D | 0 | D | |
| Common StockF4 | Feb 13, 2019 | M | 9,802 | $0.00 | A | 9,802 | D | |
| Common StockF5 | Feb 13, 2019 | F | 5,217 | $45.92 | D | 4,585 | D | |
| Common StockF6 | Feb 13, 2019 | S | 4,585 | $46.84 | D | 0 | D | |
| Common Stock | holding | — | — | — | 9,683,932 | 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 UnitsF7,F1 | — | Feb 11, 2019 | M | 12,706 | D | — | — | Common Stock | 12,706 | 0 | D |
| Restricted Stock UnitsF7,F8 | — | Feb 11, 2019 | A | 19,113 | A | — | — | Common Stock | 19,113 | 19,113 | D |
| Restricted Stock UnitsF7,F4 | — | Feb 13, 2019 | M | 9,802 | D | — | — | Common Stock | 9,802 | 9,802 | 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 Issuer's 2016 Incentive Compensation Plan, and (b) the Issuer achieving a pre-determined level of performance based income ("PBI Metric") for 2016. Shareholders approved the Plan at the Issuer's annual meeting on May 10, 2016 and the Issuer's Compensation Committee determined that the Issuer achieved the PBI Metric on February 13, 2017. The RSUs were then reported on a Form 4 filed with the Securities and Exchange Commission (the "SEC"). 50% of these RSUs (along with additional RSUs awarded to the Reporting Person on account of dividend equivalent rights that were also previously reported on Form 4s filed with the SEC) vested on February 11, 2018. The remaining 2016 RSUs vested on February 11, 2019.
- F2The Reporting Person is reporting the withholding, by the Issuer, of 6,763 shares of common stock that vested in respect of the 2016 RSUs on February 11, 2019 but were not issued in order to satisfy the Reporting Person's tax withholding obligations in connection therewith.
- F3Represents the weighted average price of multiple transactions with a range of prices between $44.24 and $44.82. 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.
- F4Represents the conversion upon vesting of RSUs into common stock. The Reporting Person was awarded 19,405 RSUs on February 13, 2017 subject to the Issuer achieving a pre-determined PBI Metric for 2017. The Issuer's Compensation Committee determined that the Issuer achieved the PBI Metric on February 12, 2018 and the 2017 RSUs were then reported on a Form 4 filed with the SEC. 50% of these RSUs (along with additional RSUs awarded to the Reporting Person on account of dividend equivalent rights that were previously reported on Form 4s filed with the SEC) vested on February 13, 2019. The remaining 2017 RSUs 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.
- F5The Reporting Person is reporting the withholding, by the Issuer, of 5,217 shares of common stock that vested in respect of the 2017 RSUs on February 13, 2019 but were not issued in order to satisfy the Reporting Person's tax withholding obligations in connection therewith.
- F6Represents the weighted average price of multiple transactions with a range of prices between $46.69 and $47.02. 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.
- F7Each RSU represents a contingent right to receive one share of the Issuer's common stock.
- F819,016 RSUs were awarded to the Reporting Person on February 12, 2018 subject to the Issuer achieving a pre-determined PBI Metric for 2018. 97 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 2018 RSUs. The Issuer's Compensation Committee determined that the Issuer achieved the PBI Metric on February 11, 2019. 50% of these RSUs vest on February 12, 2020 and the remaining 2018 RSUs vest on February 12, 2021. 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.