Sec Form 4 Filing - MELTON CAROL A @ TIME WARNER INC. - 2017-01-26

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) 01/26/2017 (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

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 ( 1 ) 01/26/2017 A 6,184 ( 2 ) ( 3 ) ( 3 ) Common Stock, Par Value $.01 6,184 $ 0 40,913 ( 4 ) D Performance Stock Units ( 5 ) 01/26/2017 A 11,868 ( 6 ) 02/15/2017 02/15/2017 Common Stock, Par Value $.01 11,868 $ 0 11,868 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 01/27/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit represents the contingent right to receive one share of common stock. ( 2 )These restricted stock units were awarded on February 15, 2016 and were subject to a performance condition, which the Compensation and Human Development Committee certified on January 26, 2017 had been satisfied. ( 3 )These restricted stock units vest in four equal installments on the first four anniversaries of their date of grant, February 15, 2016. ( 4 )These restricted stock units include (i) restricted stock units that vest in two equal installments on the third and fourth anniversaries of the date of grant, February 15, 2013; (ii) restricted stock units that vest in four equal installments on the first four anniversaries of the following dates of grant: February 15, 2014, February 15, 2015 and February 15, 2016; (iii) restricted stock units that vest in four equal installments on February 15, 2016 and the second, third and fourth anniversaries of the date of grant, June 15, 2014; (iv) restricted stock units that are scheduled to vest in four equal installments on each anniversary of February 15, 2017; and (v) restricted stock units that are scheduled to vest in four equal installments on each anniversary of February 15, 2018. ( 5 )Each performance stock unit represents a contingent right to receive one share of common stock. ( 6 )On February 15, 2014, the Reporting Person was awarded 5,958 target performance stock units (as adjusted for the spin-off of Time Inc.) with a three-year performance period ending December 31, 2016. On January 26, 2017, the Compensation and Human Development Committee approved a payout of 199.2% of the target PSUs under the performance standards set in 2014, based on (i) the Issuer's cumulative Adjusted EPS achieved during the performance period, which resulted in an Adjusted EPS factor of 166%, and (ii) its total stockholder return for the performance period compared to other companies in the S&P 500, which resulted in a TSR modifier of 120%. The PSU payout factor is determined by multiplying the Adjusted EPS factor and the TSR modifier.

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