Sec Form 4/A Filing - EDELSON DAVID B @ LOEWS CORP - 2022-02-07

Insider filing report for Changes in Beneficial Ownership
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FORM 4/A
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
EDELSON DAVID B
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)
Sr. Vice President & CFO
(Last) (First) (Middle)
667 MADISON AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
02/07/2022
(Street)
NEW YORK, NY10065-8087
4. If Amendment, Date Original Filed (MM/DD/YY)
02/08/2022
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 ) 02/07/2022 A 15,134 ( 2 ) ( 2 ) Common Stock 15,134 $ 0 15,134 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
EDELSON DAVID B
667 MADISON AVENUE
NEW YORK, NY10065-8087
Sr. Vice President & CFO
Signatures
/s/ Thomas H. Watson, by power of attorney for David B. Edelson 02/08/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each RSU represents a contingent right to receive one share of the Issuer's common stock.
( 2 )15,134 RSUs were awarded to the Reporting Person on February 8, 2021 subject to the Issuer achieving a pre-determined target level of performance-based income ("PBI Metric") for 2021. The Issuer's Compensation Committee determined that the Issuer achieved the PBI Metric on February 7, 2022. 50% of the 2021 RSUs vest on February 8, 2023 and the remaining 50% vest on February 8, 2024. 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.

Remarks:
This Form 4 is being amended to correct a typographical error in footnote 2. The originally filed Form 4 inadvertently stated in footnote 2 that 19,184 RSUs were awarded to the Reporting Person instead of 15,134 RSUs.

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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