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Form 4 TIME WARNER INC. For: Feb 15 Filed by: MELTON CAROL A

February 18, 2015 6:23 PM EST
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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OMB Number: 3235-0287
Expires: December 31, 2014
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hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
MELTON CAROL A
(Last) (First) (Middle)
ONE TIME WARNER CENTER
(Street)
NEW YORK NY 10019-8016
(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
02/15/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 02/15/2015   M (1)   15,444 A $ 0 (2) 72,264 D  
Common Stock, Par Value $.01 02/15/2015   F (3)   7,882 D $ 83.87 64,302 D  
Common Stock, Par Value $.01 02/15/2015   M (4)   4,139 A $ 0 (2) 68,521 D  
Common Stock, Par Value $.01 02/15/2015   F (3)   2,015 D $ 83.87 66,506 D  
Common Stock, Par Value $.01 02/15/2015   M (4)   1,188 A $ 0 (2) 67,694 D  
Common Stock, Par Value $.01 02/15/2015   F (3)   606 D $ 83.87 67,088 D  
Common Stock, Par Value $.01               358 I By Savings Plan (5)
Common Stock, Par Value $.01               2,846 I By Spouse (6)
Common Stock, Par Value $.01               3,601.767 I By Spouse's 401(k) Plan (7)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Performance Stock Units (2) 02/15/2015   M     15,444 02/15/2015 02/15/2015 Common Stock, Par Value $.01 15,444 $ 0 0 D  
Restricted Stock Units (2) 02/15/2015   M     4,139   (8)   (8) Common Stock, Par Value $.01 4,139 $ 0 14,690 (10) D  
Restricted Stock Units (2) 02/15/2015   M     1,188   (9)   (9) Common Stock, Par Value $.01 1,188 $ 0 13,502 (10) D  
Employee Stock Option (Right to Buy) $ 83.87 02/15/2015   A   72,452     (11) 02/14/2025 Common Stock, Par Value $.01 72,452 $ 0 72,452 D  
Explanation of Responses:
1. On February 15, 2012, the Reporting Person was awarded 7,722 target performance stock units with a three-year performance period ending December 31, 2014. As previously reported on a Form 4 (filed with the SEC on January 29, 2015), on January 28, 2015, the Compensation and Human Development Committee approved a payout of 200% of the target performance stock units under the performance standards set in 2012, based on the Issuer's cumulative Adjusted EPS achieved during the performance period and its relative total stockholder return for the performance period being at the 91.4th percentile of companies in the S&P 500. On February 15, 2015, the Reporting Person acquired 15,444 shares of common stock upon the vesting of the performance stock units.
2. Each performance stock unit or restricted stock unit represents a contingent right to receive one share of common stock. The Reporting Person received one share of common stock for each performance stock unit or restricted stock unit that vested.
3. Payment of tax liability by withholding shares of common stock incident to the vesting of performance stock units or restricted stock units in accordance with Rule 16b-3.
4. Shares of common stock acquired upon the vesting of restricted stock units awarded on February 15, 2012 and February 15, 2014.
5. The Time Warner Savings Plan, a qualified employee benefit plan (the "Savings Plan"). Includes shares of common stock acquired through the reinvestment of dividends paid on the common stock held by the Savings Plan.
6. The Reporting Person disclaims beneficial ownership of these shares, which are held by her spouse.
7. The Reporting Person disclaims beneficial ownership of these shares, which were purchased in her spouse's 401(k) plan.
8. These restricted stock units vest in two equal installments on the third and fourth anniversaries of the date of grant, February 15, 2012.
9. These restricted stock units vest in four equal installments on the first four anniversaries of the date of grant, February 15, 2014.
10. These restricted stock units include (i) restricted stock units that vest in two equal installments on the third and fourth anniversaries of the following dates of grant: February 15, 2012 and February 15, 2013, and (ii) restricted stock units that vest in four equal installments on the first four anniversaries of the date of grant, February 15, 2014.
11. This option becomes exercisable in increments of 25% on the first four anniversaries of the date of grant, February 15, 2015.
By: Brenda C. Karickhoff for Carol A. Melton 02/18/2015
** Signature of Reporting Person Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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