LOEWS CORP — Director's Dealing 2020

Feb 14, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LOEWS CORP (L)
CIK: 0000060086
Period of Report: 2020-02-13

Reporting Person: TISCH JAMES S (Director, Pres.&Chief Exec. Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-13	Common Stock	M	9803	—	Acquired	9803	Direct
2020-02-13	Common Stock	F	5218	$53.93	Disposed	4585	Direct
2020-02-13	Common Stock	S	4585	$54.02	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-13	Restricted Stock Units	$	M	9803	Disposed		Common Stock (9803)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	15829280	Indirect

Footnotes

F1: Represents the conversion upon vesting of Restricted Stock Units ("RSUs") into common stock. On February 13, 2017, the Reporting Person was awarded 19,405 RSUs, subject to the Issuer achieving a pre-determined level of performance based income ("PBI Metric") for 2017. The Issuer's Compensation Committee determined that the Issuer achieved the PBI Metric on February 12, 2018 and the 2017 RSUs were then reported on a Form 4 filed with the SEC. 50% of these RSUs (along with additional RSUs awarded to the Reporting Person on account of dividend equivalent rights) previously vested on February 13, 2019. The remaining 2017 RSUs vested on February 13, 2020.

F2: The Reporting Person is reporting the withholding, by the Issuer, of 5,218 shares of common stock that vested in respect of the 2017 RSUs on February 13, 2020 but were not issued in order to satisfy the Reporting Person's tax withholding obligations in connection therewith.

F3: Represents the weighted average price of multiple transactions with a range of prices between $53.91 and $54.10. The Reporting Person upon request by the SEC Staff, the Issuer or a security holder of the Issuer, undertakes to provide further information regarding the number of securities at each separate price sold.

F4: Each RSU represents a contingent right to receive one share of the Issuer's common stock.