LOEWS CORP — Director's Dealing 2019

Feb 13, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LOEWS CORP (L)
CIK: 0000060086
Period of Report: 2019-02-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-11	Common Stock	M	6353	—	Acquired	10481.8	Direct
2019-02-11	Common Stock	F	2211	$47.47	Disposed	8270.8	Direct
2019-02-13	Common Stock	M	4846	—	Acquired	13117.8	Direct
2019-02-13	Common Stock	F	1701	$45.92	Disposed	11415.8	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-11	Restricted Stock Units	$	M	6353	Disposed		Common Stock (6353)	Direct
2019-02-11	Restricted Stock Units	$	A	9293	Acquired		Common Stock (9293)	Direct
2019-02-13	Restricted Stock Units	$	M	4846	Disposed		Common Stock (4846)	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 shareholder approval of the Issuer's 2016 Incentive Compensation Plan. Shareholders approved the Plan at the Issuer's annual meeting on May 10, 2016 and the RSUs were then reported on a Form 4 filed with the Securities and Exchange Commission (the "SEC"). 50% of these RSUs (along with additional RSUs awarded to the Reporting Person on account of dividend equivalent rights that were also previously reported on Form 4s filed with the SEC) vested on February 11, 2018. The remaining 2016 RSUs vested on February 11, 2019.

F2: The Reporting Person is reporting the withholding, by the Issuer, of 2,211 shares of common stock that vested in respect of the 2016 RSUs on February 11, 2019 but were not issued in order to satisfy the Reporting Person's tax withholding obligations in connection therewith.

F3: Represents the conversion upon vesting of RSUs into common stock. The Reporting Person was awarded 9,595 RSUs on February 13, 2017. 50% of these RSUs (along with additional RSUs awarded to the Reporting Person on account of dividend equivalent rights that were previously reported on Form 4s filed with the SEC) vested on February 13, 2019. The remaining 2017 RSUs vest on February 13, 2020. 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.

F4: The Reporting Person is reporting the withholding, by the Issuer, of 1,701 shares of common stock that vested in respect of the 2017 RSUs on February 13, 2019 but were not issued in order to satisfy the Reporting Person's tax withholding obligations in connection therewith.

F5: Each RSU represents a contingent right to receive one share of the Issuer's common stock.

F6: The Reporting Person was awarded 9,293 RSUs on February 11, 2019. 50% of these 2019 RSUs vest on February 11, 2021 and 50% vest on February 11, 2022. 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.