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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 | ||||||||
Class B Common Stock | $ 0 (1) (2) | 09/26/2006 | C(1)(2) | 33,322,915 | (1)(2) | (1)(2) | Class A Common Stock | 33,322,915 | $ 0 (1) (2) | 0 (3) | I | By Subsidiaries (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
TIME WARNER INC ONE TIME WARNER CENTER NEW YORK, NY 10019 |
X | |||
WARNER COMMUNICATIONS INC C/O TIME WARNER INC. ONE TIME WARNER CENTER NEW YORK, NY 10019 |
X | |||
TIME WARNER COMPANIES INC C/O TIME WARNER INC. ONE TIME WARNER CENTER NEW YORK, NY 10019 |
X | |||
TW/TAE, Inc. C/O TIME WARNER INC. ONE TIME WARNER CENTER NEW YORK, NY 10019 |
X |
Brenda C. Karickhoff, Senior Vice President of Time Warner Inc. | 09/27/2006 | |
**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) | The transactions reported in this Form 4 report were made in connection with a registered public offering pursuant to an Underwriting Agreement dated September 20, 2006, pursuant to which Warner Communications Inc. ("WCI"), Time Warner Companies, Inc. ("TWC") and TW/TAE, Inc. ("TW/TAE"), each a wholly-owned indirect subsidiary of Time Warner Inc. ("Time Warner" and, collectively with WCI, TWC and TW/TAE, the "Reporting Persons"), agreed to sell to the underwriters at a price of $16.8437 per share up to an aggregate of 33,322,915 shares of Time Warner Telecom Inc. ("TWTC") Class A Common Stock (28,159,106 shares by WCI, 3,367,609 shares by TWC and 1,796,200 shares by TW/TAE). Prior to the sale, WCI, TWC and TW/TAE converted the same number of shares of Class B Common Stock of TWTC into shares of Class A Common Stock of TWTC on a share-for-share basis. |
(2) | Each share of TWTC Class B Common Stock is convertible on a share-for-share basis into TWTC Class A Common Stock. |
(3) | See Exhibit 99 - Joint Filer Information |