Sec Form 4 Filing - MARCUS ROBERT D @ TIME WARNER CABLE INC. - 2012-01-27

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
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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1. Name and Address of Reporting Person
MARCUS ROBERT D
2. Issuer Name and Ticker or Trading Symbol
TIME WARNER CABLE INC. [ TWC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President & COO
(Last) (First) (Middle)
C/O TIME WARNER CABLE INC., 60 COLUMBUS CIRCLE
3. Date of Earliest Transaction (MM/DD/YY)
01/27/2012
(Street)
NEW YORK, NY10023
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $.01 per share 01/27/2012 M 43,639 A $ 35.6 61,814 D
Common Stock, par value $.01 per share 01/27/2012 M 28,067 A $ 47.95 89,881 D
Common Stock, par value $.01 per share 01/27/2012 S 28,067 D $ 74.314 ( 1 ) 61,814 D
Common Stock, par value $.01 per share 01/27/2012 S 43,639 D $ 74.158 ( 2 ) 18,175 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $ 35.6 01/27/2012 M 43,639 ( 3 ) 03/02/2018 Common Stock, par value $.01 per share 43,639 $ 0 21,712 D
Employee Stock Option (Right to Buy) $ 47.95 ( 4 ) 01/27/2012 M 28,067 ( 4 ) ( 5 ) 04/01/2017 Common Stock, par value $.01 per share 28,067 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MARCUS ROBERT D
C/O TIME WARNER CABLE INC.
60 COLUMBUS CIRCLE
NEW YORK, NY10023
President & COO
Signatures
Susan A. Waxenberg, Attorney in Fact 01/31/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This transaction was executed in multiple trades at prices ranging from $74.04 to $74.74. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission, Time Warner Cable Inc. or a security holder of Time Warner Cable Inc., full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes 1 and 2 to this Form 4.
( 2 )This transaction was executed in multiple trades at prices ranging from $74.08 to $74.40. The price reported above reflects the weighted average sale price.
( 3 )This option is exercisable in increments of 25% on the first four anniversaries of the date of grant, March 3, 2008.
( 4 )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 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"). The exercise price of and number of shares underlying this option award reflect antidilution adjustments effected in connection with the Special Dividend, the Recapitalization and the Reverse Stock Split.
( 5 )This option is exercisable in increments of 25% on the first four anniversaries of the date of grant, April 2, 2007.

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