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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Performance Stock Units | (1) | 01/29/2014 | A | 10,214 (2) | 02/07/2014 | 02/07/2014 | Common Stock, Par Value $.01 | 10,214 | $ 0 | 10,214 | D | ||||
Restricted Stock Units | (3) | 01/29/2014 | A | 4,905 (4) | (5) | (5) | Common Stock, Par Value $.01 | 4,905 | $ 0 | 20,718 (6) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GINSBERG GARY L ONE TIME WARNER CENTER NEW YORK, NY 10019 |
Executive Vice President |
By: Brenda C. Karickhoff for Gary L. Ginsberg | 01/31/2014 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Each performance stock unit represents a contingent right to receive one share of common stock. |
(2) | On February 7, 2011, the Reporting Person was awarded 5,606 target performance stock units ("PSUs") with a three-year performance period ending December 31, 2013. On January 29, 2014, the Compensation & Human Development Committee approved a payout of 182.2% of the target PSUs in accordance with the performance standards set in 2011, based on the Issuer's relative total stockholder return for the performance period being at the 91st percentile of the companies in the S&P 500. |
(3) | Each restricted stock unit represents a contingent right to receive one share of common stock. |
(4) | These restricted stock units were awarded on February 15, 2013 and were subject to a performance condition, which the Compensation and Human Development Committee certified on January 29, 2014 had been satisfied. |
(5) | These restricted stock units vest in two equal installments on the third and fourth anniversaries of their date of grant, February 15, 2013. |
(6) | These restricted stock units vest in two equal installments on the third and fourth anniversaries of their dates of grant, April 15, 2010, February 7, 2011, February 15, 2012 and February 15, 2013. |