Spectrum Management Holding Form 4 TIME WARNER CABLE / MATTHEW SIEGEL 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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X

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^*

SIEGEL MATTHEW

(Last) (First) (Middle)

C/O TIME WARNER CABLE INC.

60 COLUMBUS CIRCLE

(Street)

NEW YORK NY 10023

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TIME WARNER CABLE INC. [ TWC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP & Treasurer and Co-CFO

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2016

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, par value $.01 per share	05/18/2016		D(1)		18,483	D	$0(2)	0.0000	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
Employee Stock Option (Right to Buy)	$86.76	05/18/2016		D(3)			8,238	(4)	02/12/2023	Common Stock, par value $.01 per share	8,238	(3)	0.0000	D
Employee Stock Option (Right to Buy)	$77.04	05/18/2016		D(5)			10,690	(6)	02/15/2022	Common Stock, par value $.01 per share	10,690	(5)	0.0000	D
Restricted Stock Units	(7)	05/18/2016		D(8)			1,933	(9)	(9)	Common Stock, par value $.01 per share	1,933	(8)	21,212	D
Restricted Stock Units	(7)	05/18/2016		D(8)			4,268	(10)	(10)	Common Stock, par value $.01 per share	4,268	(8)	16,944	D
Restricted Stock Units	(7)	05/18/2016		D(8)			16,944	(11)	(11)	Common Stock, par value $.01 per share	16,944	(8)	0.0000	D

Explanation of Responses:

1. 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").

2. 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.

3. In accordance with the terms of the merger agreement, each of these stock options was adjusted and converted into an option to purchase 0.92078178 of a share of New Charter common stock at an exercise price of $94.22 per share.

4. This option was exercisable in increments of 25% on the first four anniversaries of the date of grant, February 13, 2013.

5. In accordance with the terms of the merger agreement, each of these stock options was adjusted and converted into an option to purchase 0.92078178 of a share of New Charter common stock at an exercise price of $83.67 per share.

6. This option was exercisable in increments of 25% on the first four anniversaries of the date of grant, February 16, 2012.

7. Each restricted stock unit represented a contingent right to receive one share of Common Stock.

8. In accordance with the terms of the merger agreement, each of these restricted stock units was adjusted and converted into a restricted stock unit with respect to 0.92078178 of a share of New Charter common stock.

9. This award of restricted stock units vests in two equal installments on the third and fourth anniversaries of the date of grant, February 13, 2013. Shares of Common Stock would have been issued to the Reporting Person upon vesting of the restricted stock units.

10. This award of restricted stock units vests in two equal installments on the fifth and sixth anniversaries of the date of grant, June 2, 2015. Shares of Common Stock would have been issued to the Reporting Person upon vesting of the restricted stock units.

11. Of the 16,944 restricted stock units covered by this award, 2,824 restricted stock units vest on each of the third and sixth anniversaries of the date of grant, February 12, 2014, and 5,648 restricted stock units vest on each of the fourth and fifth anniversaries of such grant date. Shares of Common Stock would have been issued to the Reporting Person upon vesting of the restricted stock units.

	Susan A. Waxenberg, Attorney in Fact	05/20/2016
	** Signature of Reporting Person	Date
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