LOEWS CORP — Director's Dealing 2018

Feb 13, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LOEWS CORP (L)
CIK: 0000060086
Period of Report: 2018-02-11

Reporting Person: SCHWARTZ MARK S (VP & Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-11	Common Stock	M	6320	—	Acquired	6320	Direct
2018-02-11	Common Stock	F	2196	$46.73	Disposed	4124	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-11	Restricted Stock Units	$	M	6320	Disposed		Common Stock (6320)	Direct
2018-02-12	Restricted Stock Units	$	A	9402	Acquired		Common Stock (9402)	Direct

Footnotes

F1: Represents the conversion upon vesting of restricted stock units ("RSUs") into common stock. On February 11, 2016, the Reporting Person was awarded 12,500 RSUs subject to approval of the Issuer's 2016 Incentive Compensation Plan (the "Plan") by its shareholders. The Issuer's shareholders approved the Plan at the Issuer's annual meeting of shareholders on May 10, 2016 and the RSUs were then reported on Table II of Form 4, which was filed with the Securities and Exchange Commission (the "SEC") in connection therewith. 141.74 additional RSUs were awarded to the Reporting Person on account of dividend equivalent rights associated with these RSUs in connection with the Issuer's payment of dividends on its common stock after the grant date for the underlying RSUs and were reported on Table II of Form 4s previously filed with the SEC (such additional RSUs, together with the underlying RSUs, the "2016 RSUs"). 50% of the 2016 RSUs vested on February 11, 2018.

F2: The Reporting Person is reporting the withholding, by the Issuer, of 2,196 shares of common stock that vested in respect of the 2016 RSUs on February 11, 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 February 11, 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 February 11, 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.

F5: The Reporting Person was awarded 9,402 RSUs on February 12, 2018 (the "2018 RSUs"). 50% of the 2018 RSUs vest on February 12, 2020 and 50% vest on February 12, 2021. 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.