Sec Form 4 Filing - SCHWARTZ MARK S @ LOEWS CORP - 2019-02-11

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 SCHWARTZ MARK S 2. Issuer Name and Ticker or Trading Symbol LOEWS CORP [ L] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP & Chief Accounting Officer (Last) (First) (Middle) 667 MADISON AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 02/11/2019 (Street) NEW YORK, NY10065-8087 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 02/11/2019 M 6,353 A ( 1 ) $ 0 10,481.8 D Common Stock 02/11/2019 F 2,211 D ( 2 ) $ 47.47 8,270.8 D Common Stock 02/13/2019 M 4,846 A ( 3 ) $ 0 13,117.8 D Common Stock 02/13/2019 F 1,701 D ( 4 ) $ 45.92 11,415.8 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 Restricted Stock Units ( 5 ) 02/11/2019 M 6,353 ( 1 ) ( 1 ) Common Stock 6,353 $ 0 0 D Restricted Stock Units ( 5 ) 02/11/2019 A 9,293 ( 6 ) ( 6 ) Common Stock 9,293 $ 0 9,293 D Restricted Stock Units ( 5 ) 02/13/2019 M 4,846 ( 3 ) ( 3 ) Common Stock 4,846 $ 0 4,846 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SCHWARTZ MARK S 667 MADISON AVENUE NEW YORK, NY10065-8087 VP & Chief Accounting Officer Signatures /s/ Thomas H. Watson by power of attorney for Mark S. Schwartz 02/13/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the conversion upon vesting of restricted stock units ("RSUs") into common stock. On February 11, 2016, the Reporting Person was awarded 12,500 RSUs subject to shareholder approval of the Issuer's 2016 Incentive Compensation Plan. Shareholders approved the Plan at the Issuer's annual meeting on May 10, 2016 and the RSUs were then reported on a Form 4 filed with the Securities and Exchange Commission (the "SEC"). 50% of these RSUs (along with additional RSUs awarded to the Reporting Person on account of dividend equivalent rights that were also previously reported on Form 4s filed with the SEC) vested on February 11, 2018. The remaining 2016 RSUs vested on February 11, 2019. ( 2 )The Reporting Person is reporting the withholding, by the Issuer, of 2,211 shares of common stock that vested in respect of the 2016 RSUs on February 11, 2019 but were not issued in order to satisfy the Reporting Person's tax withholding obligations in connection therewith. ( 3 )Represents the conversion upon vesting of RSUs into common stock. The Reporting Person was awarded 9,595 RSUs on February 13, 2017. 50% of these RSUs (along with additional RSUs awarded to the Reporting Person on account of dividend equivalent rights that were previously reported on Form 4s filed with the SEC) vested on February 13, 2019. The remaining 2017 RSUs vest on February 13, 2020. Shares of the Issuer's common stock will be delivered to the Reporting Person within 30 days after vesting, subject to any election to defer delivery of shares by the Reporting Person. ( 4 )The Reporting Person is reporting the withholding, by the Issuer, of 1,701 shares of common stock that vested in respect of the 2017 RSUs on February 13, 2019 but were not issued in order to satisfy the Reporting Person's tax withholding obligations in connection therewith. ( 5 )Each RSU represents a contingent right to receive one share of the Issuer's common stock. ( 6 )The Reporting Person was awarded 9,293 RSUs on February 11, 2019. 50% of these 2019 RSUs vest on February 11, 2021 and 50% vest on February 11, 2022. Shares of the Issuer's common stock will be delivered to the Reporting Person within 30 days after vesting, subject to any election to defer delivery of shares by the Reporting Person.

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).

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