Filing Details

Accession Number:
0001140361-18-007349
Form Type:
4
Zero Holdings:
No
Publication Time:
2018-02-13 18:20:42
Reporting Period:
2018-02-11
Accepted Time:
2018-02-13 18:20:42
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
60086 Loews Corp L Fire, Marine & Casualty Insurance (6331) 132646102
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1009879 H Andrew Tisch 667 Madison Avenue
New York NY 10065-8087
Co-Ch. Of Bd/Off. Pres./Ch. Ec Yes Yes No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2018-02-11 12,641 $0.00 2,491,313 No 4 M Direct
Common Stock Disposition 2018-02-11 4,835 $46.73 2,486,478 No 4 F Direct
Common Stock Disposition 2018-02-12 7,806 $47.49 2,478,672 No 4 S Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 M Direct
No 4 F Direct
No 4 S Direct
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Restricted Stock Units Disposition 2018-02-11 12,641 $0.00 12,641 $0.00
Common Stock Restrict Stock Units Acquisiton 2018-02-12 19,506 $0.00 19,506 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
12,642 No 4 M Direct
19,506 No 4 A Direct
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Common Stock 11,957,605 Indirect By Trusts
Footnotes
  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 2016 Incentive Compensation Plan, and (b) the Issuer achieving a target level of performance based income ("PBI Metric") for 2016. The Plan was approved at the Issuer's annual meeting on May 10, 2016 and the Compensation Committee confirmed the achievement of the PBI Metric on February 13, 2017. The RSUs were reported on Table II of a Form 4 filed in connection therewith. The Reporting Person received 283.48 additional RSUs (subject to the same conditions) through associated dividend equivalent rights in connection with dividends paid on the Issuer's common stock after the grant date that were reported on Table II of previously filed Form 4s (such additional RSUs, together with the underlying RSUs, the "2016 RSUs"). 50% of the 2016 RSUs vested on February 11, 2018.
  2. The Reporting Person is reporting the withholding, by the Issuer, of 4,835 shares of common stock that vested in respect of the 2016 RSUs on February 11, 2018 but were not issued in order to satisfy the Reporting Person's tax withholding obligations in connection with the delivery to the Reporting Person of the converted common stock in respect of the vested 2016 RSUs.
  3. Represents the weighted average price of multiple transactions with a range of prices between $46.99 and $47.87. 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. Each RSU represents a contingent right to receive one share of the Issuer's common stock.
  5. 50% of the 2016 RSUs vested on February 11, 2018. The common stock into which such vested RSUs converted is reported on Table I of this Form 4. The remaining unvested 2016 RSUs will vest on February 11, 2019. 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.
  6. 19,405 RSUs were awarded to the Reporting Person on February 13, 2017 subject to the Issuer achieving a pre-determined PBI Metric for 2017. 101.25 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 RSUs in connection with the Issuer's payment of dividends on its common stock after the grant date for the underlying RSUs (such additional RSUs, together with the underlying RSUs, the "2017 RSUs"). The Compensation Committee of the Issuer's board of directors determined that the Issuer achieved the PBI Metric on February 12, 2018.
  7. 50% of the 2017 RSUs vest on February 13, 2019 and 50% 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.