Sec Form 4 Filing - MELTON CAROL A @ TIME WARNER INC. - 2012-02-20

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
MELTON CAROL A
2. Issuer Name and Ticker or Trading Symbol
TIME WARNER INC. [ TWX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Vice President
(Last) (First) (Middle)
ONE TIME WARNER CENTER
3. Date of Earliest Transaction (MM/DD/YY)
02/20/2012
(Street)
NEW YORK, NY10019-8016
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 02/20/2012 A( 1 ) 15,388.052 A $ 0 ( 1 ) 37,072.052 D
Common Stock, Par Value $.01 02/20/2012 F( 2 ) 6,985 D $ 37.7 30,087.052 D
Common Stock, Par Value $.01 02/20/2012 S( 3 ) 1.052 D $ 37.7 30,086 D
Common Stock, Par Value $.01 02/20/2012 M( 4 ) 5,872 A $ 0 ( 5 ) 35,958 D
Common Stock, Par Value $.01 02/20/2012 F( 2 ) 2,580 D $ 37.7 33,378 D
Common Stock, Par Value $.01 321 I By Savings Plan ( 6 )
Common Stock, Par Value $.01 2,846 I By Spouse ( 7 )
Common Stock, Par Value $.01 3,601.767 I By Spouse's 401(k) Plan ( 8 )
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
Restricted Stock Units ( 5 ) 02/20/2012 M 5,872 02/20/2012 02/20/2012 Common Stock, Par Value $.01 5,872 ( 5 ) 25,932.176 ( 9 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MELTON CAROL A
ONE TIME WARNER CENTER
NEW YORK, NY10019-8016
Executive Vice President
Signatures
By: Brenda C. Karickhoff for Carol A. Melton 02/22/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares of common stock acquired upon the vesting of performance stock units awarded on February 20, 2009. The Reporting Person received one share of common stock for each performance stock unit that vested. Vesting of the performance stock units was contingent upon the Issuer's achievement of certain performance criteria during the 2009-2011 performance period.
( 2 )Payment of tax liability by withholding shares of common stock incident to the vesting of performance stock units or restricted stock units in accordance with Rule 16b-3 of the Securities Exchange Act of 1934.
( 3 )Cash payment in lieu of fractional shares. This transaction is exempt under Rule 16b-3 of the Securities Exchange Act of 1934.
( 4 )Shares of common stock acquired upon the vesting of restricted stock units awarded on February 20, 2009.
( 5 )Each restricted stock unit represents a contingent right to receive one share of common stock. The Reporting Person received one share of common stock for each restricted stock unit that vested.
( 6 )The Time Warner Savings Plan, a qualified employee benefit plan (the "Savings Plan"). Includes shares of common stock acquired through the reinvestment of dividends paid on the common stock held by the Savings Plan.
( 7 )The Reporting Person disclaims beneficial ownership of these shares, which are held by her spouse.
( 8 )The Reporting Person disclaims beneficial ownership of these shares, which were purchased in her spouse's 401(k) plan.
( 9 )These restricted stock units vest in two equal installments on the third and fourth anniversaries of their dates of grant, March 7, 2008, February 20, 2009, February 8, 2010 and February 7, 2011.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).

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