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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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Lawrence-Apfelbaum Marc C/O TIME WARNER CABLE INC. 60 COLUMBUS CIRCLE, 17TH FLOOR NEW YORK, NY 10023 |
EVP, Gen. Counsel & Secretary | |||
| Susan A. Waxenberg, Attorney in Fact | 04/16/2009 | |
| **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) | Amount disposed of represents a fractional share of the Issuer's common stock that resulted from the Spin-Off Dividend ratio. In lieu of issuing fractional shares of the Issuer's common stock in the Spin-Off Dividend, Time Warner Inc. (or its agent) aggregated and sold the fractional shares in the open market with the net proceeds distributed pro rata in cash. Amount included in column 5 reflects 176 shares of the Issuer's common stock not previously reported that were received by the Reporting Person as a result of the Spin-Off Dividend in a transaction exempt pursuant to Section 16a-9 under the Securities Exchange Act of 1934. |
| (2) | Amount represents 845 shares not previously reported that are attributed to the Reporting Person's account in the TWC Savings Plan, a qualified employee benefit plan, as a result of the Reporting Person's interest in Time Warner common stock held therein a the time of the Spin-Off Dividend. |
| Remarks: On March 12, 2009, the Issuer (a) paid a cash dividend of $10.27 per share to all holders of record of its Class A common stock and Class B common stock on March 11, 2009 (the Special Dividend"), (b) after payment of the Special Dividend, reclassified each outstanding share of its Class A common stock and Class B common stock into one share of its common stock (the "Recapitalization"), and (c) after the Recapitalization, effected a 1 for 3 reverse stock split on all outstanding shares of its common stock (the "Reverse Stock Split"). On March 27, 2009, Time Warner Inc. distributed its shares of the Issuer's common stock to its stockholders of record on March 12, 2009 with each such Time Warner Inc. stockholder receiving .083670 of a share of the Issuer's common stock for each share of Time Warner Inc. common stock held on the record date (the "Spin-off Dividend"). | |