CLARK ROBERT C 4

Accession 0000950157-18-000719

CIK 0001105705other

Filed

Jun 17, 8:00 PM ET

Accepted

Jun 18, 2:25 PM ET

Size

22.6 KB

Accession

0000950157-18-000719

Form 4

Period: 2018-06-14

Director

Transactions

Disposition to Issuer
Director Stock Options (Right to Buy)
2018-06-14−2,898→ 0 total
Exercise: $67.84Exp: 2024-06-13→ Common Stock, Par Value $.01 (2,898 underlying)
Disposition to Issuer
Director Stock Options (Right to Buy)
2018-06-14−3,108→ 0 total
Exercise: $72.37Exp: 2026-06-17→ Common Stock, Par Value $.01 (3,108 underlying)
Disposition to Issuer
Director Stock Options (Right to Buy)
2018-06-14−4,019→ 0 total
Exercise: $20.91Exp: 2019-05-28→ Common Stock, Par Value $.01 (4,019 underlying)
Disposition to Issuer
Director Stock Options (Right to Buy)
2018-06-14−5,336→ 0 total
Exercise: $33.81Exp: 2022-05-15→ Common Stock, Par Value $.01 (5,336 underlying)
Disposition to Issuer
Director Stock Options (Right to Buy)
2018-06-14−2,996→ 0 total
Exercise: $56.83Exp: 2023-05-23→ Common Stock, Par Value $.01 (2,996 underlying)
Disposition to Issuer
Director Stock Options (Right to Buy)
2018-06-14−2,460→ 0 total
Exercise: $88.00Exp: 2025-06-19→ Common Stock, Par Value $.01 (2,460 underlying)
Disposition to Issuer
Common Stock, Par Value $.01
2018-06-14−32,512→ 0 total
Disposition to Issuer
Director Stock Options (Right to Buy)
2018-06-14−5,708→ 0 total
Exercise: $28.84Exp: 2020-05-21→ Common Stock, Par Value $.01 (5,708 underlying)
Disposition to Issuer
Director Stock Options (Right to Buy)
2018-06-14−4,880→ 0 total
Exercise: $35.27Exp: 2021-05-20→ Common Stock, Par Value $.01 (4,880 underlying)

Footnotes (2)

[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 shares of AT&T common stock plus $53.75 in cash. Each disposition reported in this Form 4 is an exempt disposition.
[F2]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).

Documents

1 file

WARNER MEDIA, LLC

CIK 0001105705

Entity typeother