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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

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
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
No	4	M	Direct
No	4	F	Direct
No	4	S	Direct

Reported Derivative Transactions

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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

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