Filing Details

Accession Number:
0001567619-19-003819
Form Type:
4
Zero Holdings:
No
Publication Time:
2019-02-13 16:53:49
Reporting Period:
2019-02-11
Accepted Time:
2019-02-13 16:53:49
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
1010178 S James Tisch 667 Madison Avenue
New York City NY 10065-8087
Pres.&Chief Exec. Officer 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 2019-02-11 12,706 $0.00 12,706 No 4 M Direct
Common Stock Disposition 2019-02-11 6,763 $47.47 5,943 No 4 F Direct
Common Stock Disposition 2019-02-11 5,943 $44.55 0 No 4 S Direct
Common Stock Acquisiton 2019-02-13 9,802 $0.00 9,802 No 4 M Direct
Common Stock Disposition 2019-02-13 5,217 $45.92 4,585 No 4 F Direct
Common Stock Disposition 2019-02-13 4,585 $46.86 0 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
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 2019-02-11 12,706 $0.00 12,706 $0.00
Common Stock Restricted Stock Units Acquisiton 2019-02-11 19,113 $0.00 19,113 $0.00
Common Stock Restricted Stock Units Disposition 2019-02-13 9,802 $0.00 9,802 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
0 No 4 M Direct
19,113 No 4 A Direct
9,802 No 4 M Direct
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Common Stock 15,829,280 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 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 $44.22 and $44.82. 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 $46.71 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.