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Filing Details

Accession Number:: 0001567619-19-003811
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-02-13 16:50:48
Reporting Period:: 2019-02-11

Accepted Time:: 2019-02-13 16:50:48
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	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	$44.53	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
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

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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	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	14,809,184	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 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.
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.
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.
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.
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.
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.
Each RSU represents a contingent right to receive one share of the Issuer's common stock.
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.