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Form 8-K TIME WARNER CABLE INC. For: May 10

May 13, 2016 5:37 PM EDT

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 

 
FORM 8-K

 
CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported): May 10, 2016
 

 
TIME WARNER CABLE INC.
(Exact Name of Registrant as Specified in Its Charter)
 
 
 
 
 
 
         
Delaware
(State or other jurisdiction
of incorporation)
 
001-33335
(Commission File
Number)
 
84-1496755
(IRS Employer
Identification No.)
 
 
 
     
60 Columbus Circle
New York, New York
(Address of principal executive offices)
 
10023
(Zip Code)
 
Registrant’s telephone number, including area code (212) 364-8200
 

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 


 
Item 5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.
 
On May 2, 2016, Time Warner Cable Inc. (“TWC”) sent a notice to its directors and executive officers informing them that, as a result of certain restrictions on transactions by participants in the TWC Savings Plan (the “Plan Restrictions”), the directors and executive officers of TWC could be subject to certain trading restrictions (the “Blackout Period”) with respect to TWC common stock acquired in connection with their services as a director or an executive officer of TWC.  Due to changes in the Plan Restrictions, the Blackout Period has been cancelled.
 
On May 13, 2016, as required by Section 306(a) of the Sarbanes Oxley Act of 2002 and Rule 104 of Regulation BTR, TWC sent an updated notice to its directors and executive officers informing them that the potential Blackout Period has been cancelled and explaining the reason for such cancellation (the “Updated Notice”). A copy of the Updated Notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Item 9.01. Financial Statements and Exhibits.
 
     (d) Exhibits
 
     
99.1
 
Updated Notice of Absence of Blackout Period to Directors and Executive Officers of Time Warner Cable Inc., dated May 13, 2016 .
 
 

 
SIGNATURE
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
 
TIME WARNER CABLE INC.
 
 
Date: May 13, 2016 
By:  
/s/ David A. Christman
 
 
 
Name: David A. Christman
 
 
 
Title:  Senior Vice President
 
 
 


  
 
 
 
 
EXHIBIT INDEX
 
 
 
Exhibit
 
 
No.
 
Description
99.1
 
 
 

EXHIBIT 99.1

Time Warner Cable Inc.


 
 
 
TO:
 
Members of the Board of Directors and Executive Officers
 
 
 
FROM:
 
Marc Lawrence-Apfelbaum
     
DATE:
 
May 13, 2016
 
 
 
RE:
 
Updated Notice Regarding Absence of Required Merger-Related Stock Trading Restrictions
 
 
This notice is intended  to inform you that the potential “blackout period” described in the notice that was delivered to you on May 2, 2016 (the “Prior Notice”) has not been imposed and has been cancelled.

The Prior Notice indicated that a blackout period was required due to certain restrictions on transactions by participants in the TWC Savings Plan (the “Plan”) in connection with the closing of the transactions contemplated under the agreement and plan of mergers, dated as of May 23, 2015, among TWC, Charter Communications, Inc. and certain other parties (the “merger agreement”).  Due to the finalization of the merger consideration election of the Plan’s independent fiduciary, the blackout period is no longer required and has been cancelled.

Please remember that notwithstanding the cancellation of the blackout period and the lifting of the trading restrictions imposed under Section 306(a) of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR, you are, from time to time, subject to the other restrictions on trading activity under the Company’s Supplemental Policy on Trading in Time Warner Cable Securities (including, a similar policy to be implemented by Charter Communications, Inc.) and any other Company policies or applicable legal requirements.




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