Sec Form 4 Filing - SIEGEL KENNETH I @ LOEWS CORP - 2022-02-10

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
SIEGEL KENNETH I
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)
Senior Vice President
(Last) (First) (Middle)
667 MADISON AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
02/10/2022
(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 02/10/2022 M 6,691 A( 1 ) $ 0 13,684 D
Common Stock 02/10/2022 F 3,701 D( 2 ) $ 61.58 9,983 D
Common Stock 02/10/2022 M 11,250 A $ 46.58 21,233 D
Common Stock 02/10/2022 M 11,250 A $ 43.37 32,483 D
Common Stock 02/10/2022 M 11,250 A $ 43.83 43,733 D
Common Stock 02/10/2022 M 11,250 A $ 41.98 54,983 D
Common Stock 02/10/2022 M 5,625 A $ 40.46 60,608 D
Common Stock 02/10/2022 M 5,625 A $ 40.61 66,233 D
Common Stock 02/10/2022 D 39,362 D $ 61.82 26,871 D
Common Stock 02/10/2022 S 16,888 D $ 61.96( 3 ) 9,983 D
Common Stock 02/11/2022 M 7,414 A( 4 ) $ 0 17,397 D
Common Stock 02/11/2022 F 4,100 D( 5 ) $ 62.1 13,297 D
Common Stock 02/14/2022 S 1,303 D $ 62.03( 6 ) 11,994 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 ( 7 ) 02/10/2022 M 6,691 ( 1 ) ( 1 ) Common Stock 6,691 $ 0 6,691 D
Stock Appreciation Right $ 46.58 02/10/2022 M 11,250 ( 8 ) 01/14/2024 Common Stock 11,250 $ 0( 9 ) 0 D
Stock Appreciation Right $ 43.37 02/10/2022 M 11,250 ( 8 ) 01/14/2024 Common Stock 11,250 $ 0( 9 ) 0 D
Stock Appreciation Right $ 43.83 02/10/2022 M 11,250 ( 8 ) 01/14/2024 Common Stock 11,250 $ 0( 9 ) 0 D
Stock Appreciation Right $ 41.98 02/10/2022 M 11,250 ( 8 ) 01/14/2024 Common Stock 11,250 $ 0( 9 ) 0 D
Stock Appreciation Right $ 40.46 02/10/2022 M 5,625 ( 10 ) 01/09/2025 Common Stock 5,625 $ 0( 9 ) 0 D
Stock Appreciation Right $ 40.61 02/10/2022 M 5,625 ( 10 ) 01/09/2025 Common Stock 5,625 $ 0( 9 ) 0 D
Restricted Stock Units ( 7 ) 02/11/2022 M 7,414 ( 4 ) ( 4 ) Common Stock 7,414 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SIEGEL KENNETH I
667 MADISON AVENUE
NEW YORK, NY10065-8087
Senior Vice President
Signatures
/s/ Thomas H. Watson, by power of attorney for Kenneth I. Siegel 02/14/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the conversion upon vesting of restricted stock units ("RSUs") into common stock. On February 10, 2020, the Reporting Person was awarded 13,382 RSUs, subject to the Issuer achieving a pre-determined level of performance based income ("PBI Metric") for 2020. The Issuer's Compensation Committee determined that the Issuer achieved the PBI Metric on February 8, 2021 and the 2020 RSUs were then reported on a Form 4 filed with the Securities and Exchange Commission (the "SEC"). 50% of these RSUs vested on February 10, 2022. The remaining 2020 RSUs will vest on February 10, 2023. 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 Reportig Person.
( 2 )The Reporting Person is reporting the withholding, by the Issuer, of 3,701 shares of common stock that vested in respect of the 2020 RSUs on February 10, 2022 but were not issued in order to satisfy the Reporting Person's tax withholding obligations in connection therewith.
( 3 )Represents the weighted average share price of multiple transactions with a range of prices between $61.51 and $62.20. The Reporting Person upon request by the SEC Staff, the Issuer or security holder of the Issuer, undertakes to provide further information regarding the number of securities at each separate price sold.
( 4 )Represents the conversion upon vesting of RSUs into common stock. On February 11, 2019, the Reporting Person was awarded 14,827 RSUs, subject to the Issuer achieving a PBI Metric for 2019. The Issuer's Compensation Committee determined that the Issuer achieved the PBI Metric on February 10, 2020 and the 2019 RSUs were then reported on a Form 4 filed with the SEC. 50% of these RSUs previously vested on February 11, 2021. The remaining 2019 RSUs vested on February 11, 2022.
( 5 )The Reporting Person is reporting the withholding, by the Issuer, of 4,100 shares of common stock that vested in respect of the 2019 RSUs on February 11, 2022 but were not issued in order to satisfy the Reporting Person's tax withholding obligations in connection therewith.
( 6 )Represents the weighted average share price of multiple transactions with a range of prices between $62.00 and $62.05. The Reporting Person upon request by the SEC Staff, the Issuer or security holder of the Issuer, undertakes to provide further information regarding the number of securities at each separate price sold.
( 7 )Each RSU represents a contingent right to receive one share of the Issuer's common stock.
( 8 )The Stock Appreciation Rights became exercisable in quarterly installments begininng on January 14, 2015.
( 9 )The Reporting Person received the Derivative Security pursuant to a stock appreciation right grant at no cost.
( 10 )The Stock Appreciation Rights became exercisable in quarterly installments beginning on January 9, 2016.

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