Statement of Changes in Beneficial Ownership (4)
21 May 2016 - 9:54AM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
NICHOLAS NJ JR
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2. Issuer Name
and
Ticker or Trading Symbol
TIME WARNER CABLE INC.
[
TWC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O TIME WARNER CABLE INC., 60 COLUMBUS CIRCLE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/18/2016
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(Street)
NEW YORK, NY 10023
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $.01 per share
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5/18/2016
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D
(1)
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2333.0000
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D
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$0
(2)
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0.0000
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Director Deferred Stock Unit
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(3)
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5/18/2016
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D
(4)
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8351.1860
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(5)
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(5)
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Common Stock, par value $.01 per share
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8351.1860
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(4)
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0.0000
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D
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Restricted Stock Units
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(6)
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5/18/2016
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D
(7)
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830.0000
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(8)
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(8)
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Common Stock, par value $.01 per share
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830.0000
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(7)
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19828.5420
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D
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Restricted Stock Units
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(6)
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5/18/2016
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D
(7)
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1058.0000
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(9)
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(9)
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Common Stock, par value $.01 per share
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1058.0000
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(7)
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18770.5420
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D
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Restricted Stock Units
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(6)
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5/18/2016
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D
(7)
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18770.5420
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(10)
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(10)
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Common Stock, par value $.01 per share
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18770.5420
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(7)
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0.0000
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D
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Explanation of Responses:
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(
1)
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Issuer's common stock ("Common Stock") disposed of pursuant to the Agreement and Plan of Mergers, dated as of May 23, 2015, among the Issuer, Charter Communications, Inc., CCH I, LLC (now named Charter Communications, Inc., "New Charter") and other certain parties thereto (the "merger agreement").
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(
2)
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In accordance with the terms of the merger agreement, each share of Common Stock was exchanged into the right to receive, pursuant to an election made by the Reporting Person, either (a) $100 in cash and 0.4891 of a share of New Charter Class A common stock ("New Charter common stock") or (b) $115 in cash and 0.4125 of a share of New Charter common stock.
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(
3)
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Each deferred stock unit represented a right to receive one share of Common Stock.
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(
4)
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Each deferred stock unit represented a right to receive one share of Common Stock. These deferred stock units were canceled in accordance with the terms of the merger agreement, and the Reporting Person received an amount of cash equal to approximately $224.91 per unit.
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(
5)
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The Common Stock would have been issuable to the Reporting Person upon the termination of the Reporting Person's service as a director.
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(
6)
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Each restricted stock unit represented a right to receive one share of Common Stock.
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(
7)
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Each restricted stock unit represented a right to receive one share of Common Stock. These restricted stock units were canceled in accordance with the terms of the merger agreement, and the Reporting Person received an amount in cash equal to approximately $224.91 per unit.
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(
8)
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50% of the Common Stock covered by the restricted stock units would have been issuable to the Reporting Person on the earlier of February 10, 2019 (the third anniversary of the date of grant) or in connection with the Reporting Person's ceasing to serve as a director of the Issuer, and the remaining 50% would have been issuable to the Reporting Person in connection with the Reporting Person's ceasing to serve as a director of the Issuer.
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(
9)
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50% of the Common Stock covered by the restricted stock units would have been issuable to the Reporting Person on the earlier of February 11, 2018 (the third anniversary of the date of grant) or in connection with the Reporting Person's ceasing to serve as a director of the Issuer, and the remaining 50% would have been issuable to the Reporting Person in connection with the Reporting Person's ceasing to serve as a director of the Issuer.
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(
10)
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The Common Stock would have been issuable to the Reporting Person in connection with the Reporting Person's ceasing to serve as a director of the Issuer.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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NICHOLAS NJ JR
C/O TIME WARNER CABLE INC.
60 COLUMBUS CIRCLE
NEW YORK, NY 10023
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X
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Signatures
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Susan A. Waxenberg, Attorney in Fact
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5/20/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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