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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (right to buy) | $ 14.2 | 01/31/2018 | D | 200,000 | 01/31/2018(5) | 07/23/2020 | Common Stock, par value $0.01 | 200,000 | $ 18.5 | 0 | D | ||||
| Performance Stock Units | (3) | 01/31/2018 | M(2) | 17,046 | (3) | 03/15/2018 | Common Stock, par value $0.01 | 17,046 | (3) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| D'Emic Susana C/O TIME INC. 225 LIBERTY STREET NEW YORK, NY 10281 |
EVP & Chief Financial Officer | |||
| /s/ Monika Roth, Attorney-in-Fact for Susana D'Emic | 02/02/2018 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Disposed of pursuant to the Agreement and Plan of Merger, dated as of November 26, 2017, between the issuer, Meredith Corporation and certain other parties in exchange for 11,721 Meredith Corporation RSUs on the effective date of the merger. |
| (2) | Represents the OPP units that vested as to 50% of the shares subject to the award, with the remainder of the shares forfeited. |
| (3) | Each OPP unit was granted under the 2014 Omnibus Incentive Compensation Plan or the 2016 Omnibus Incentive Compensation Plan and represents a right to receive one share of common stock. |
| (4) | Disposed of pursuant to the Agreement and Plan of Merger, dated as of November 26, 2017, between the issuer, Meredith Corporation and certain other parties in exchange for $18.50 per share on the effective date of the merger. |
| (5) | This option, which provided for vesting in two equal installments beginning July 24, 2018, was canceled and converted into the right to receive an amount in cash, without interest, determined by multiplying (i) the excess of the per share merger consideration of $18.50 over the exercise price of such stock option by (ii) the number of shares of common stock underlying the stock option, less any applicable withholding taxes. Such transaction was exempt under Rule 16b-3. |