4//SEC Filing
CAPPUCCIO PAUL T 4
Accession 0000950157-18-000718
CIK 0001105705other
Filed
Jun 17, 8:00 PM ET
Accepted
Jun 18, 2:24 PM ET
Size
30.9 KB
Accession
0000950157-18-000718
Insider Transaction Report
Form 4
CAPPUCCIO PAUL T
EVP and General Counsel
Transactions
- Disposition to Issuer
Performance Stock Units
2018-06-14−34,786→ 0 totalFrom: 2018-06-14Exp: 2018-06-14→ Common Stock, Par Value $.01 (34,786 underlying) - Disposition to Issuer
Common Stock, Par Value $.01
2018-06-14−150,184→ 0 total - Disposition to Issuer
Employee Stock Options (Right to Buy)
2018-06-14−29,981→ 0 totalExercise: $25.81Exp: 2020-02-07→ Common Stock, Par Value $.01 (29,981 underlying) - Disposition to Issuer
Employee Stock Options (Right to Buy)
2018-06-14−98,347→ 0 totalExercise: $35.93Exp: 2022-02-14→ Common Stock, Par Value $.01 (98,347 underlying) - Other
Common Stock, Par Value $.01
2018-06-14−307→ 0 total(indirect: By Savings Plan) - Disposition to Issuer
Employee Stock Options (Right to Buy)
2018-06-14−126,224→ 0 totalExercise: $34.62Exp: 2021-02-06→ Common Stock, Par Value $.01 (126,224 underlying) - Disposition to Issuer
Employee Stock Options (Right to Buy)
2018-06-14−68,188→ 0 totalExercise: $51.31Exp: 2023-02-14→ Common Stock, Par Value $.01 (68,188 underlying) - Disposition to Issuer
Employee Stock Options (Right to Buy)
2018-06-14−55,234→ 0 totalExercise: $62.60Exp: 2024-02-14→ Common Stock, Par Value $.01 (55,234 underlying) - Disposition to Issuer
Employee Stock Options (Right to Buy)
2018-06-14−83,607→ 0 totalExercise: $62.26Exp: 2026-02-14→ Common Stock, Par Value $.01 (83,607 underlying) - Disposition to Issuer
Employee Stock Options (Right to Buy)
2018-06-14−55,677→ 0 totalExercise: $83.87Exp: 2025-02-14→ Common Stock, Par Value $.01 (55,677 underlying) - Award
Performance Stock Units
2018-06-14+34,786→ 34,786 totalFrom: 2018-06-14Exp: 2018-06-14→ Common Stock, Par Value $.01 (34,786 underlying) - Disposition to Issuer
Restricted Stock Units
2018-06-14−81,702→ 0 totalFrom: 2018-06-14Exp: 2018-06-14→ Common Stock, Par Value $.01 (81,702 underlying)
Footnotes (8)
- [F1]On June 14, 2018, AT&T Inc., a Delaware corporation ("AT&T"), acquired Time Warner Inc. (the "Company") pursuant to that certain Agreement and Plan of Merger, dated October 22, 2016, by and among the Company, AT&T, West Merger Sub, Inc., a wholly owned subsidiary of AT&T, and West Merger Sub II, LLC, a wholly owned subsidiary of AT&T (the "Merger Agreement"). The acquisition is more fully described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on January 9, 2017. In accordance with the terms of the Merger Agreement, each share of the Company's common stock was exchanged for 1.437 (the "Exchange Ratio") shares of AT&T common stock plus $53.75 in cash (together, the "Merger Consideration"). Each acquisition and disposition reported in this Form 4 is an exempt transaction.
- [F2]The Time Warner Savings Plan, a qualified employee benefit plan (the "Savings Plan"). Includes shares of the Company's common stock acquired through the reinvestment of dividends paid on the shares of the Company's common stock held by the Savings Plan.
- [F3]Pursuant to the Merger Agreement, each outstanding option to purchase the Company's common stock (a "Company Option"), whether vested or unvested, was converted into an option to acquire a number of shares of AT&T common stock equal to the number of shares of Company common stock under such Company Option, subject to the vesting and other terms in the applicable Company Option award agreement, except that the exercise price and the number of shares of AT&T common stock issuable upon exercise of such Company Option were adjusted based on the option exchange ratio determined under a formula in the Merger Agreement (which yields approximately 3.0757).
- [F4]Each restricted stock unit represented a contingent right to receive one share of the Company's common stock.
- [F5]Pursuant to the Merger Agreement, each outstanding restricted stock unit with respect to the Company's common stock (a "Company Employee RSU"), whether vested or unvested, was converted into (i) the right to receive a cash payment equal to $53.75 plus any Retained Distributions (as defined in the applicable Company Employee RSU award agreement) related to the applicable Company Employee RSU and (ii) restricted stock units with respect to 1.437 shares of AT&T common stock, which is equal to the Exchange Ratio (with any fractional AT&T restricted stock units resulting from the product of the Exchange Ratio and the number of Company Employee RSUs in an award converted into cash and treated as a Retained Distribution), in each case, subject to the vesting and payment terms in the applicable Company Employee RSU award agreement.
- [F6]Each performance stock unit (a "Company PSU") represented a right to receive one share of the Company's common stock. Each Company PSU vested upon the closing of the acquisition.
- [F7]On February 15, 2016, the Reporting Person was awarded 17,393 target Company PSUs subject to the achievement of applicable performance criteria. Effective on June 14, 2018, in accordance with the terms of the applicable Company PSU award agreement, in connection with the closing of the acquisition, the Compensation and Human Development Committee approved a payout of 200% of the target Company PSUs under the performance standards set in 2016, subject to the closing of the acquisition.
- [F8]Pursuant to the Merger Agreement, each outstanding Company PSU, whether vested or unvested, was canceled in exchange for the Merger Consideration, plus any Retained Distributions (as defined in the applicable Company PSU award agreement) related to the applicable Company PSU.
Documents
Issuer
WARNER MEDIA, LLC
CIK 0001105705
Entity typeother
Related Parties
1- filerCIK 0001237444
Filing Metadata
- Form type
- 4
- Filed
- Jun 17, 8:00 PM ET
- Accepted
- Jun 18, 2:24 PM ET
- Size
- 30.9 KB