| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol WARNER MEDIA, LLC [ TWX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/14/2018 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, Par Value $.01 | 06/14/2018 | D(1) | 42,553 | D | (1) | 0 | D | |||
| Common Stock, Par Value $.01 | 06/14/2018 | D(1) | 3,845 | D | (1) | 0 | I | By LLC(2) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Director Stock Options (Right to Buy) | $28.84 | 06/14/2018 | D(1) | 5,708 | (3) | 05/21/2020 | Common Stock, Par Value $.01 | 5,708 | (3) | 0 | D | ||||
| Director Stock Options (Right to Buy) | $67.84 | 06/14/2018 | D(1) | 2,898 | (3) | 06/13/2024 | Common Stock, Par Value $.01 | 2,898 | (3) | 0 | D | ||||
| Director Stock Options (Right to Buy) | $33.81 | 06/14/2018 | D(1) | 5,336 | (3) | 05/15/2022 | Common Stock, Par Value $.01 | 5,336 | (3) | 0 | D | ||||
| Director Stock Options (Right to Buy) | $35.27 | 06/14/2018 | D(1) | 4,880 | (3) | 05/20/2021 | Common Stock, Par Value $.01 | 4,880 | (3) | 0 | D | ||||
| Director Stock Options (Right to Buy) | $56.83 | 06/14/2018 | D(1) | 2,996 | (3) | 05/23/2023 | Common Stock, Par Value $.01 | 2,996 | (3) | 0 | D | ||||
| Director Stock Options (Right to Buy) | $72.37 | 06/14/2018 | D(1) | 3,108 | (3) | 06/17/2026 | Common Stock, Par Value $.01 | 3,108 | (3) | 0 | D | ||||
| Director Stock Options (Right to Buy) | $88 | 06/14/2018 | D(1) | 5,194 | (3) | 06/19/2025 | Common Stock, Par Value $.01 | 5,194 | (3) | 0 | D | ||||
| Explanation of Responses: |
| 1. 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. |
| 2. The Barr Family LLC, of which the Reporting Person is the manager and in which the Reporting Person and his spouse jointly own a 1% interest and his adult children collectively own a 99% interest. The Reporting Person disclaims beneficial ownership of the shares held by The Barr Family LLC, except with respect to the 1% pecuniary interest held jointly with his spouse, and the filing of this report is not an admission that the Reporting Person was the beneficial owner of the reported shares (except to the extent of his pecuniary interest) for purposes of Section 16 or for any other purpose. |
| 3. 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). |
| By: Brenda C. Karickhoff for William P. Barr | 06/18/2018 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
