LOEWS CORP — Director's Dealing 2018

Aug 13, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LOEWS CORP (L)
CIK: 0000060086
Period of Report: 2018-08-10

Reporting Person: Alpert Marc A (Sr. VP, Gen. Coun. & Secy.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-08-10	Common Stock	M	3467	—	Acquired	3467	Direct
2018-08-10	Common Stock	F	1326	$50.33	Disposed	2141	Direct
2018-08-10	Common Stock	S	2141	$49.97	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-08-10	Restricted Stock Units	$	M	3467	Disposed		Common Stock (3467)	Direct

Footnotes

F1: Represents the conversion upon vesting of restricted stock units ("RSUs") into common stock. On August 10, 2016, the Reporting Person was awarded 6,863 RSUs subject to the Issuer achieving a target level of performance based income ("PBI Metric") for 2016. The Compensation Committee confirmed the achievement of the PBI Metric on February 13, 2017 and the RSUs were reported on Table II of a Form 4 filed in connection therewith. The Reporting Person received 72 additional RSUs (subject to the same conditions) through associated dividend equivalent rights in connection with dividends paid on the Issuer's common stock after the grant date that were reported on Table II of previously filed Form 4s (such additional RSUs, together with the underlying RSUs, the "2016 RSUs"). 50% of the 2016 RSUs vested on August 10, 2018.

F2: The Reporting Person is reporting the withholding, by the Issuer, of 1,326 shares of common stock that vested in respect of the 2016 RSUs on August 10, 2018 but were not issued in order to satisfy the Reporting Person's tax withholding obligations in connection with the delivery to the Reporting Person of the converted common stock in respect of the vested 2016 RSUs.

F3: Each RSU represents a contingent right to receive one share of the Issuer's common stock.

F4: 50% of the 2016 RSUs vested on August 10, 2018. The common stock into which such vested RSUs converted is reported on Table I of this Form 4. The remaining unvested 2016 RSUs will vest on August 10, 2019. 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.