Form 4 for L Loews Corporation
Accepted 2022-07-06 00:00:00 ET · period of report 2022-07-01 · accession 0000060086-22-000068 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2022-07-06 | 2022-07-01 | L | TISCH ANDREW H | Dir | M - OptEx | $0.00 | +74.1K | 35.4K | New | $0 |
| DM | 2022-07-06 | 2022-07-01 | L | TISCH ANDREW H | Dir | F - Tax | $59.26 | -39.2K | 26.4K | -60% | -$2.32M |
| DM | 2022-07-06 | 2022-07-01 | L | TISCH ANDREW H | Dir | M - OptEx | $0.00 | -74.1K | 0 | -100% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2022-07-01 | M | A | 19,184 | $0.00 | 45,611 | D | — | — | (F7) Represents the conversion of RSUs into common stock. On February 8, 2021, the Reporting Person was awarded 19,184 RSUs, subject to the Issuer achieving a PBI Metric for 2021. The Issuer's Compensation Committee determined that the Issuer achieved the PBI Metric on February 7, 2022 and the 2021 RSUs were then reported on a Form 4 filed with the SEC. As a result of the Reporting Person's retirement on December 31, 2021, the 2021 RSUs vested fully on such date (subject to achievement of the PBI Metric for 2021). The Reporting Person elected to defer delivery of the shares of the Issuer's common stock underlying the 2021 RSUs. The underlying shares are being delivered to the Reporting Person following the six-month delay required under Section 409A of the Internal Revenue Code following the Reporting Person's retirement. |
| 2 | Common | Common Stock | 2022-07-01 | F | D | 10,158 | $59.26 | 35,453 | D | — | — | (F8) The Reporting Person is reporting the withholding, by the Issuer, of 10,158 shares of the Issuer's common stock in respect of the delivery of the 2021 RSUs that were not issued in order to satisfy the Reporting Person's tax withholding obligations in connection therewith. |
| 3 | Common | Common Stock | 2022-07-01 | M | A | 19,113.50 | $0.00 | 19,727.50 | D | — | — | (F1) Represents the conversion of restricted stock units ("RSUs") into common stock. On February 12, 2018, the Reporting Person was awarded 19,016 RSUs, subject to the Issuer achieving a pre-determined level of performance based income ("PBI Metric") for 2018. The Issuer's Compensation Committee determined that the Issuer achieved the PBI Metric on February 11, 2019 and the 2018 RSUs were then reported on a Form 4 filed with the Securities and Exchange Commission (the "SEC"). The 2018 RSUs, together with additional RSUs awarded on account of associated dividend equivalent rights, vested 50% on February 12, 2020 and 50% on February 12, 2021. The Reporting Person elected to defer delivery of the shares of the Issuer's common stock underlying the 2018 RSUs. The underlying shares are being delivered to the Reporting Person following the six-month delay required under Section 409A of the Internal Revenue Code following the Reporting Person's retirement on December 31, 2021. |
| 4 | Common | Common Stock | 2022-07-01 | F | D | 10,123.50 | $59.26 | 9,604 | D | — | — | (F2) The Reporting Person is reporting the withholding, by the Issuer, of 10,122 shares of the Issuer's common stock in respect of the delivery of the 2018 RSUs that were not issued in order to satisfy the Reporting Person's tax withholding obligations in connection therewith and the cash settlement of fractional shares underlying the 2018 RSUs in the total amount of 1.5 shares. |
| 5 | Common | Common Stock | 2022-07-01 | M | A | 18,795 | $0.00 | 28,399 | D | — | — | (F3) Represents the conversion of RSUs into common stock. On February 11, 2019, the Reporting Person was awarded 18,795 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. The 2019 RSUs vested 50% on February 11, 2021 and 50% on December 31, 2021 as a result of the Reporting Person's retirement on such date. The Reporting Person elected to defer delivery of the shares of the Issuer's common stock underlying the 2019 RSUs. The underlying shares are being delivered to the Reporting Person following the six-month delay required under Section 409A of the Internal Revenue Code following the Reporting Person's retirement. |
| 6 | Common | Common Stock | 2022-07-01 | F | D | 9,953 | $59.26 | 18,446 | D | — | — | (F4) The Reporting Person is reporting the withholding, by the Issuer, of 9,953 shares of the Issuer's common stock in respect of the delivery of the 2019 RSUs that were not issued in order to satisfy the Reporting Person's tax withholding obligations in connection therewith. |
| 7 | Common | Common Stock | 2022-07-01 | M | A | 16,963 | $0.00 | 35,409 | D | — | — | (F5) Represents the conversion of RSUs into common stock. On February 10, 2020, the Reporting Person was awarded 16,963 RSUs, subject to the Issuer achieving a 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 SEC. As a result of the Reporting Person's retirement on December 31, 2021, the 2020 RSUs vested fully on such date. The Reporting Person elected to defer delivery of the shares of the Issuer's common stock underlying the 2020 RSUs. The underlying shares are being delivered to the Reporting Person following the six-month delay required under Section 409A of the Internal Revenue Code following the Reporting Person's retirement. |
| 8 | Common | Common Stock | 2022-07-01 | F | D | 8,982 | $59.26 | 26,427 | D | — | — | (F6) The Reporting Person is reporting the withholding, by the Issuer, of 8,982 shares of the Issuer's common stock in respect of the delivery of the 2020 RSUs that were not issued in order to satisfy the Reporting Person's tax withholding obligations in connection therewith. |
| 9 | Derivative | Restricted Stock Units | 2022-07-01 | M | D | 19,184 | $0.00 | 0 | D | — · — to — | 19,184 Common Stock | (F9) Each RSU represents a contingent right to receive one share of the Issuer's common stock. (F7) Represents the conversion of RSUs into common stock. On February 8, 2021, the Reporting Person was awarded 19,184 RSUs, subject to the Issuer achieving a PBI Metric for 2021. The Issuer's Compensation Committee determined that the Issuer achieved the PBI Metric on February 7, 2022 and the 2021 RSUs were then reported on a Form 4 filed with the SEC. As a result of the Reporting Person's retirement on December 31, 2021, the 2021 RSUs vested fully on such date (subject to achievement of the PBI Metric for 2021). The Reporting Person elected to defer delivery of the shares of the Issuer's common stock underlying the 2021 RSUs. The underlying shares are being delivered to the Reporting Person following the six-month delay required under Section 409A of the Internal Revenue Code following the Reporting Person's retirement. |
| 10 | Derivative | Restricted Stock Units | 2022-07-01 | M | D | 16,963 | $0.00 | 0 | D | — · — to — | 16,963 Common Stock | (F9) Each RSU represents a contingent right to receive one share of the Issuer's common stock. (F5) Represents the conversion of RSUs into common stock. On February 10, 2020, the Reporting Person was awarded 16,963 RSUs, subject to the Issuer achieving a 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 SEC. As a result of the Reporting Person's retirement on December 31, 2021, the 2020 RSUs vested fully on such date. The Reporting Person elected to defer delivery of the shares of the Issuer's common stock underlying the 2020 RSUs. The underlying shares are being delivered to the Reporting Person following the six-month delay required under Section 409A of the Internal Revenue Code following the Reporting Person's retirement. |
| 11 | Derivative | Restricted Stock Units | 2022-07-01 | M | D | 18,795 | $0.00 | 0 | D | — · — to — | 18,795 Common Stock | (F9) Each RSU represents a contingent right to receive one share of the Issuer's common stock. (F3) Represents the conversion of RSUs into common stock. On February 11, 2019, the Reporting Person was awarded 18,795 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. The 2019 RSUs vested 50% on February 11, 2021 and 50% on December 31, 2021 as a result of the Reporting Person's retirement on such date. The Reporting Person elected to defer delivery of the shares of the Issuer's common stock underlying the 2019 RSUs. The underlying shares are being delivered to the Reporting Person following the six-month delay required under Section 409A of the Internal Revenue Code following the Reporting Person's retirement. |
| 12 | Derivative | Restricted Stock Units | 2022-07-01 | M | D | 19,113.50 | $0.00 | 0 | D | — · — to — | 19,113.50 Common Stock | (F9) Each RSU represents a contingent right to receive one share of the Issuer's common stock. (F1) Represents the conversion of restricted stock units ("RSUs") into common stock. On February 12, 2018, the Reporting Person was awarded 19,016 RSUs, subject to the Issuer achieving a pre-determined level of performance based income ("PBI Metric") for 2018. The Issuer's Compensation Committee determined that the Issuer achieved the PBI Metric on February 11, 2019 and the 2018 RSUs were then reported on a Form 4 filed with the Securities and Exchange Commission (the "SEC"). The 2018 RSUs, together with additional RSUs awarded on account of associated dividend equivalent rights, vested 50% on February 12, 2020 and 50% on February 12, 2021. The Reporting Person elected to defer delivery of the shares of the Issuer's common stock underlying the 2018 RSUs. The underlying shares are being delivered to the Reporting Person following the six-month delay required under Section 409A of the Internal Revenue Code following the Reporting Person's retirement on December 31, 2021. |