Richard Waldo Scott Form 4 LOEWS / RICHARD WALDO SCOTT ownership change

SEC Form 4

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^*

SCOTT RICHARD WALDO

(Last) (First) (Middle)

667 MADISON AVENUE

(Street)

NEW YORK NY 10065-8087

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LOEWS CORP [ L ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP & Chief Investment Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	02/10/2022		M		6,691	A(1)	$0	40,591.8	D
Common Stock	02/10/2022		F		2,413	D(2)	$61.58	38,178.8	D
Common Stock	02/11/2022		M		7,414	A(3)	$0	45,592.8	D
Common Stock	02/11/2022		F		2,673	D(4)	$62.1	42,919.8	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Restricted Stock Units	(5)	02/10/2022		M			6,691	(1)	(1)	Common Stock	6,691	$0	6,691	D
Restricted Stock Units	(5)	02/11/2022		M			7,414	(3)	(3)	Common Stock	7,414	$0	0	D

Explanation of Responses:

1. Represents the conversion upon vesting of restricted stock units ("RSUs") into common stock. On February 10, 2020, the Reporting Person was awarded 13,382 RSUs, subject to the Issuer achieving a pre-determined level of performance based income ("PBI Metric") for 2020. The Issuer's Compensation Committee determined that the Issuer achieved the PBI Metric on February 8, 2021 and the 2020 RSUs were then reported on a Form 4 filed with the Securities and Exchange Commission (the "SEC"). 50% of these RSUs vested on February 10, 2022. The remaining 2020 RSUs will vest on February 10, 2023. Shares of the Issuer's common stock will be delivered to the Reporting Person within 30 days after vesting, subject to any election to defer delivery of shares by the Reporting Person.

2. The Reporting Person is reporting the withholding, by the Issuer, of 2,413 shares of common stock that vested in respect of the 2020 RSUs on February 10, 2022 but were not issued in order to satisfy the Reporting Person's tax withholding obligations in connection therewith.

3. Represents the conversion upon vesting of RSUs into common stock. On February 11, 2019, the Reporting Person was awarded 14,827 RSUs, subject to the Issuer achieving a PBI Metric for 2019. The Issuer's Compensation Committee determined that the Issuer achieved the PBI Metric on February 10, 2020 and the 2019 RSUs were then reported on a Form 4 filed with the SEC. 50% of these RSUs previously vested on February 11, 2021. The remaining 2019 RSUs vested on February 11, 2022.

4. The Reporting Person is reporting the withholding, by the Issuer, of 2,673 shares of common stock that vested in respect of the 2019 RSUs on February 11, 2022 but were not issued in order to satisfy the Reporting Person's tax withholding obligations in connection therewith.

5. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

	/s/ Thomas H. Watson, by power of attorney for Richard W. Scott	02/14/2022
	** 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).
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