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: 2020-02-12

Reporting Person: EDELSON DAVID B (Sr. Vice President & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-12	Common Stock	M	7538	—	Acquired	23214.8	Direct
2020-02-12	Common Stock	F	4012	$54.72	Disposed	19202.8	Direct
2020-02-13	Common Stock	M	7733	—	Acquired	26935.8	Direct
2020-02-13	Common Stock	F	4116	$53.93	Disposed	22819.8	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-12	Restricted Stock Units	$	M	7538	Disposed		Common Stock (7538)	Direct
2020-02-13	Restricted Stock Units	$	M	7733	Disposed		Common Stock (7733)	Direct

Footnotes

F1: Represents the conversion upon vesting of restricted stock units ("RSUs") into common stock. On February 12, 2018, the Reporting Person was awarded 15,001 RSUs, subject to the Issuer achieving a pre-determined level of performance based income ("PBI Metric") for 2018. The Issuer's Compensation Committee determined that the Issuer achieved the PBI Metric on February 11, 2019 and the 2018 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) vested on February 12, 2020. The remaining 2018 RSUs will 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.

F2: The Reporting Person is reporting the withholding, by the Issuer, of 4,012 shares of common stock that vested in respect of the 2018 RSUs on February 12, 2020 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. On February 13, 2017, the Reporting Person was awarded 15,308 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.

F4: The Reporting Person is reporting the withholding, by the Issuer, of 4,116 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.

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