Statement of Changes in Beneficial Ownership (4)
February 14 2022 - 5:16PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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EDELSON DAVID B |
2. Issuer Name and Ticker or Trading Symbol
LOEWS CORP
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L
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Sr. Vice President & CFO |
(Last)
(First)
(Middle)
667 MADISON AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/10/2022 |
(Street)
NEW YORK, NY 10065-8087
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 2/10/2022 | | M | | 5018 | A(1) | $0 | 34830.8 | D | |
Common Stock | 2/10/2022 | | F | | 2775 | D(2) | $61.58 | 32055.8 | D | |
Common Stock | 2/11/2022 | | M | | 7414 | A(3) | $0 | 39469.8 | D | |
Common Stock | 2/11/2022 | | F | | 4100 | D(4) | $62.10 | 35369.8 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Restricted Stock Units | (5) | 2/10/2022 | | M | | | 5018 | (1) | (1) | Common Stock | 5018 | $0 | 6691 | D | |
Restricted Stock Units | (5) | 2/11/2022 | | M | | | 7414 | (3) | (3) | Common Stock | 7414 | $0 | 0 | D | |
Explanation of Responses: |
(1) | Represents the conversion upon vesting of restricted stock units ("RSUs") into common stock. On February 10, 2020, the Reporting Person was awarded 13,382 RSUs, subject to the Issuer achieving a pre-determined level of performance based income ("PBI Metric") for 2020. The Reporting Person elected to defer delivery of 25% of the shares of the Issuer's common stock underlying the 2020 RSUs that would be deliverable upon vesting. The Issuer's Compensation Committee determined that the Issuer achieved the PBI Metric on February 8, 2021 and the 2020 RSUs were then reported on a Form 4 filed with the Securities and Exchange Commission (the "SEC"). 50% of the 2020 RSUs vested on February 10, 2022. The remaining 2020 RSUs will vest on February 10, 2023. Shares of the Issuer's common stock will be delivered to the Reporting Person within 30 days after vesting, subject to the Reporting Person's election to defer delivery of 25% of such shares. |
(2) | The Reporting Person is reporting the withholding, by the Issuer, of 2,775 shares of common stock that vested in respect of the 2020 RSUs on February 10, 2022 but were not issued in order to satisfy the Reporting Person's tax withholding obligations in connection therewith. |
(3) | Represents the conversion upon vesting of RSUs into common stock. On February 11, 2019, the Reporting Person was awarded 14,827 RSUs, subject to the Issuer achieving a PBI Metric for 2019. The Issuer's Compensation Committee determined that the Issuer achieved the PBI Metric on February 10, 2020 and the 2019 RSUs were then reported on a Form 4 filed with the SEC. 50% of these RSUs previously vested on February 11, 2021. The remaining 2019 RSUs vested on February 11, 2022. |
(4) | The Reporting Person is reporting the withholding, by the Issuer, of 4,100 shares of common stock that vested in respect of the 2019 RSUs on February 11, 2022 but were not issued in order to satisfy the Reporting Person's tax withholding obligations in connection therewith. |
(5) | Each RSU represents a contingent right to receive one share of the Issuer's common stock. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
EDELSON DAVID B 667 MADISON AVENUE NEW YORK, NY 10065-8087 |
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| Sr. Vice President & CFO |
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Signatures
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/s/ Thomas H. Watson, by power of attorney for David B. Edelson | | 2/14/2022 |
**Signature of Reporting Person | Date |
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