MELTON CAROL A 4

Accession 0000950157-18-000727

CIK 0001105705other

View on SEC.gov Company Profile

Filed

Jun 17, 8:00 PM ET

Accepted

Jun 18, 2:32 PM ET

Size

36.5 KB

Accession

0000950157-18-000727

Insider Transaction Report

Form 4

Period: 2018-06-14

WARNER MEDIA, LLCTWX

MELTON CAROL A

Executive Vice President

Transactions

Disposition to Issuer
Employee Stock Options (Right to Buy)
2018-06-14−13,570→ 0 total
Exercise: $25.81Exp: 2020-02-07→ Common Stock, Par Value $.01 (13,570 underlying)
Disposition to Issuer
Employee Stock Options (Right to Buy)
2018-06-14−20,120→ 0 total
Exercise: $51.31Exp: 2023-02-14→ Common Stock, Par Value $.01 (20,120 underlying)
Other
Common Stock, Par Value $.01
2018-06-14−400→ 0 total(indirect: By Savings Plan)
Disposition to Issuer
Employee Stock Options (Right to Buy)
2018-06-14−18,452→ 0 total
Exercise: $34.62Exp: 2021-02-06→ Common Stock, Par Value $.01 (18,452 underlying)
Award
Performance Stock Units
2018-06-14+11,254→ 11,254 total
From: 2018-06-14Exp: 2018-06-14→ Common Stock, Par Value $.01 (11,254 underlying)
Disposition to Issuer
Common Stock, Par Value $.01
2018-06-14−2,846→ 0 total(indirect: By Spouse)
Disposition to Issuer
Employee Stock Options (Right to Buy)
2018-06-14−21,850→ 0 total
Exercise: $35.93Exp: 2022-02-14→ Common Stock, Par Value $.01 (21,850 underlying)
Disposition to Issuer
Employee Stock Options (Right to Buy)
2018-06-14−16,750→ 0 total
Exercise: $62.60Exp: 2024-02-14→ Common Stock, Par Value $.01 (16,750 underlying)
Disposition to Issuer
Performance Stock Units
2018-06-14−11,254→ 0 total
From: 2018-06-14Exp: 2018-06-14→ Common Stock, Par Value $.01 (11,254 underlying)
Disposition to Issuer
Common Stock, Par Value $.01
2018-06-14−82,318→ 0 total
Disposition to Issuer
Common Stock, Par Value $.01
2018-06-14−3,601.767→ 0 total(indirect: By Spouse)
Disposition to Issuer
Employee Stock Options (Right to Buy)
2018-06-14−26,829→ 0 total
Exercise: $62.26Exp: 2026-02-14→ Common Stock, Par Value $.01 (26,829 underlying)
Disposition to Issuer
Employee Stock Options (Right to Buy)
2018-06-14−4,451→ 0 total
Exercise: $67.84Exp: 2024-06-14→ Common Stock, Par Value $.01 (4,451 underlying)
Disposition to Issuer
Employee Stock Options (Right to Buy)
2018-06-14−72,452→ 0 total
Exercise: $83.87Exp: 2025-02-14→ Common Stock, Par Value $.01 (72,452 underlying)
Disposition to Issuer
Restricted Stock Units
2018-06-14−26,757→ 0 total
From: 2018-06-14Exp: 2018-06-14→ Common Stock, Par Value $.01 (26,757 underlying)

Footnotes (10)

[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.
[F10]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.
[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]The Reporting Person disclaimed beneficial ownership of these shares of the Company's common stock, which were held by her spouse.
[F4]The Reporting Person disclaimed beneficial ownership of these shares of the Company's common stock, which were purchased in her spouse's 401(k) plan.
[F5]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).
[F6]Each restricted stock unit represented a contingent right to receive one share of the Company's common stock.
[F7]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.
[F8]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.
[F9]On February 15, 2016, the Reporting Person was awarded 5,627 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.

Documents

1 file

4
form4.xmlPrimary

Issuer

WARNER MEDIA, LLC

CIK 0001105705

→

Entity typeother

Related Parties

filerCIK 0001200608

Filing Metadata

Form type: 4
Filed: Jun 17, 8:00 PM ET
Accepted: Jun 18, 2:32 PM ET
Size: 36.5 KB

View on SEC.gov