Sec Form 4 Filing - MacKinnon Gail @ TIME WARNER CABLE INC. - 2016-05-18

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
MacKinnon Gail
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)
EVP & Chief Gov. Aff. Officer
(Last) (First) (Middle)
C/O TIME WARNER CABLE INC., 60 COLUMBUS CIRCLE
3. Date of Earliest Transaction (MM/DD/YY)
05/18/2016
(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 05/18/2016 D( 1 ) 16,011 D $ 0 ( 2 ) 0 D
Common Stock, par value $.01 per share 05/18/2016 D( 1 ) 210 D $ 0 ( 2 ) 0 I By Savings Plan ( 3 )
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) $ 86.76 05/18/2016 D( 4 ) 11,009 ( 5 ) 02/12/2023 Common Stock, par value $.01 per share 11,009 ( 4 ) 0 D
Employee Stock Option (Right to Buy) $ 77.04 05/18/2016 D( 6 ) 7,356 ( 7 ) 02/15/2022 Common Stock, par value $.01 per share 7,356 ( 6 ) 0 D
Restricted Stock Units ( 8 ) 05/18/2016 D( 9 ) 1,722 ( 10 ) ( 10 ) Common Stock, par value $.01 per share 1,722 ( 9 ) 22,745 D
Restricted Stock Units ( 8 ) 05/18/2016 D( 9 ) 4,469 ( 11 ) ( 11 ) Common Stock, par value $.01 per share 4,469 ( 9 ) 18,276 D
Restricted Stock Units ( 8 ) 05/18/2016 D( 9 ) 6,092 ( 12 ) ( 12 ) Common Stock, par value $.01 per share 6,092 ( 9 ) 12,184 D
Restricted Stock Units ( 8 ) 05/18/2016 D( 9 ) 12,184 ( 13 ) ( 13 ) Common Stock, par value $.01 per share 12,184 ( 9 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MacKinnon Gail
C/O TIME WARNER CABLE INC.
60 COLUMBUS CIRCLE
NEW YORK, NY10023
EVP & Chief Gov. Aff. Officer
Signatures
Susan A. Waxenberg, Attorney in Fact 05/20/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Issuer's common stock ("Common Stock") disposed of pursuant to the Agreement and Plan of Mergers, dated as of May 23, 2015, among the Issuer, Charter Communications, Inc., CCH I, LLC (now named Charter Communications, Inc., "New Charter") and other certain parties thereto (the "merger agreement").
( 2 )In accordance with the terms of the merger agreement, each share of Common Stock was exchanged into the right to receive, pursuant to an election made by the Reporting Person, either (a) $100 in cash and 0.4891 of a share of New Charter Class A common stock ("New Charter common stock") or (b) $115 in cash and 0.4125 of a share of New Charter common stock.
( 3 )The TWC Savings Plan, a qualified employee benefit plan.
( 4 )In accordance with the terms of the merger agreement, each of these stock options was adjusted and converted into an option to purchase 0.92078178 of a share of New Charter common stock at an exercise price of $94.22 per share.
( 5 )This option was exercisable in increments of 25% on the first four anniversaries of the date of grant, February 13, 2013.
( 6 )In accordance with the terms of the merger agreement, each of these stock options was adjusted and converted into an option to purchase 0.92078178 of a share of New Charter common stock at an exercise price of $83.67 per share.
( 7 )This option was exercisable in increments of 25% on the first four anniversaries of the date of grant, February 16, 2012.
( 8 )Each restricted stock unit represented a contingent right to receive one share of Common Stock.
( 9 )In accordance with the terms of the merger agreement, each of these restricted stock units was adjusted and converted into a restricted stock unit with respect to 0.92078178 of a share of New Charter common stock.
( 10 )This award of restricted stock units vests in two equal installments on the third and fourth anniversaries of the date of grant, February 13, 2013. Shares of Common Stock would have been issued to the Reporting Person upon vesting of the restricted stock units.
( 11 )This award of restricted stock units vests in two equal installments on the fifth and sixth anniversaries of the date of grant, June 2, 2015. Shares of Common Stock would have been issued to the Reporting Person upon vesting of the restricted stock units.
( 12 )This award of restricted stock units vests in two equal installments on the third and fourth anniversaries of the date of grant, February 12, 2014. Shares of Common Stock would have been issued to the Reporting Person upon vesting of the restricted stock units.
( 13 )This award of restricted stock units vests in three installments: 25% on the fourth anniversary, 50% on the fifth anniversary and 25% on the sixth anniversary of the date of grant, February 12, 2014. Shares of Common Stock would have been issued to the Reporting Person upon vesting of the restricted stock units.

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