Loews (L) Form 4 LOEWS / ANDREW H TISCH 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^*

TISCH ANDREW H

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Co-Ch. of Bd/Off. Pres./Ch. EC

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2019

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	02/11/2019		M		12,706	A(1)	$0	12,706	D
Common Stock	02/11/2019		F		6,763	D(2)	$47.47	5,943	D
Common Stock	02/11/2019		S		5,943	D	$44.53(3)	0	D
Common Stock	02/13/2019		M		9,802	A(4)	$0	9,802	D
Common Stock	02/13/2019		F		5,217	D(5)	$45.92	4,585	D
Common Stock	02/13/2019		S		4,585	D	$46.86(6)	0	D
Common Stock								14,809,184	I	By Trusts

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	(7)	02/11/2019		M			12,706	(1)	(1)	Common Stock	12,706	$0	0	D
Restricted Stock Units	(7)	02/11/2019		A		19,113		(8)	(8)	Common Stock	19,113	$0	19,113	D
Restricted Stock Units	(7)	02/13/2019		M			9,802	(4)	(4)	Common Stock	9,802	$0	9,802	D

Explanation of Responses:

1. Represents the conversion upon vesting of restricted stock units ("RSUs") into common stock. On February 11, 2016, the Reporting Person was awarded 25,000 RSUs subject to: (a) shareholder approval of the Issuer's 2016 Incentive Compensation Plan, and (b) the Issuer achieving a pre-determined level of performance based income ("PBI Metric") for 2016. Shareholders approved the Plan at the Issuer's annual meeting on May 10, 2016 and the Issuer's Compensation Committee determined that the Issuer achieved the PBI Metric on February 13, 2017. The RSUs were then reported on a Form 4 filed with the Securities and Exchange Commission (the "SEC"). 50% of these RSUs (along with additional RSUs awarded to the Reporting Person on account of dividend equivalent rights that were also previously reported on Form 4s filed with the SEC) vested on February 11, 2018. The remaining 2016 RSUs vested on February 11, 2019.

2. The Reporting Person is reporting the withholding, by the Issuer, of 6,763 shares of common stock that vested in respect of the 2016 RSUs on February 11, 2019 but were not issued in order to satisfy the Reporting Person's tax withholding obligations in connection therewith.

3. Represents the weighted average price of multiple transactions with a range of prices between $44.24 and $44.85. The Reporting Person, upon request by the SEC Staff, the Issuer or a security holder of the Issuer, undertakes to provide further information regarding the number of securities at each separate price sold.

4. Represents the conversion upon vesting of RSUs into common stock. The Reporting Person was awarded 19,405 RSUs on February 13, 2017 subject to the Issuer achieving a pre-determined PBI Metric for 2017. The Issuer's Compensation Committee determined that the Issuer achieved the PBI Metric on February 12, 2018 and the 2017 RSUs were then reported on a Form 4 filed with the SEC. 50% of these RSUs (along with additional RSUs awarded to the Reporting Person on account of dividend equivalent rights that were previously reported on Form 4s filed with the SEC) vested on February 13, 2019. The remaining 2017 RSUs vest on February 13, 2020. 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.

5. The Reporting Person is reporting the withholding, by the Issuer, of 5,217 shares of common stock that vested in respect of the 2017 RSUs on February 13, 2019 but were not issued in order to satisfy the Reporting Person's tax withholding obligations in connection therewith.

6. Represents the weighted average price of multiple transactions with a range of prices between $46.70 and $47.02. The Reporting Person, upon request by the SEC Staff, the Issuer or a security holder of the Issuer, undertakes to provide further information regarding the number of securities at each separate price sold.

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

8. 19,016 RSUs were awarded to the Reporting Person on February 12, 2018 subject to the Issuer achieving a pre-determined PBI Metric for 2018. 97 additional RSUs were awarded to the Reporting Person (subject to the same condition as the underlying RSUs) on account of dividend equivalent rights associated with these 2018 RSUs. The Issuer's Compensation Committee determined that the Issuer achieved the PBI Metric on February 11, 2019. 50% of these RSUs vest on February 12, 2020 and the remaining 2018 RSUs vest on February 12, 2021. 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.

	/s/ Thomas H. Watson, by power of attorney for Andrew H. Tisch	02/13/2019
	** Signature of Reporting Person	Date
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