LOEWS CORP — Director's Dealing 2021

Feb 16, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LOEWS CORP (L)
CIK: 0000060086
Period of Report: 2021-02-11

Reporting Person: TISCH JONATHAN M (Director, Co-Ch. of Bd/Off. of the Pres.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-11	Common Stock	M	9397	—	Acquired	9397	Direct
2021-02-11	Common Stock	F	5002	$47.99	Disposed	4395	Direct
2021-02-11	Common Stock	S	4395	$47.90	Disposed	0	Direct
2021-02-12	Common Stock	M	9556	—	Acquired	9556	Direct
2021-02-12	Common Stock	F	5087	$48.22	Disposed	4469	Direct
2021-02-12	Common Stock	S	4469	$48.34	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-11	Restricted Stock Units	$	M	9397	Disposed		Common Stock (9397)	Direct
2021-02-12	Restricted Stock Units	$	M	9556	Disposed		Common Stock (9556)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9683932	Indirect

Footnotes

F1: Represents the conversion upon vesting of restricted stock units ("RSUs") into common stock. On February 11, 2019, the Reporting Person was awarded 18,795 RSUs, subject to the Issuer achieving a pre-determined level of performance based income ("PBI Metric") for 2019. The Issuer's Compensation Committee determined that the Issuer achieved the PBI Metric on February 10, 2020 and the 2019 RSUs were then reported on a Form 4 filed with the Securities and Exchange Commission (the "SEC"). 50% of these RSUs vested on February 11, 2021. The remaining 2019 RSUs will 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.

F2: The Reporting Person is reporting the withholding, by the Issuer, of 5,002 shares of common stock that vested in respect of the 2019 RSUs on February 11, 2021 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 $47.62 and $48.18. 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: Represents the conversion upon vesting of RSUs into common stock. On February 12, 2018, the Reporting Person was awarded 19,016 RSUs, subject to the Issuer achieving a 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 SEC. 50% of these RSUs (along with additional RSUs awarded to the reporting Person on account of dividend equivalent rights) previously vested on February 12, 2020. The remaining 2018 RSUs vested on February 12, 2021.

F5: The Reporting Person is reporting the withholding, by the Issuer, of 5,087 shares of common stock that vested in respect of the 2018 RSUs on February 12, 2021 but were not issued in order to satisfy the Reporting Person's tax withholding obligations in connection therewith.

F6: Represents the weighted average price of multiple transactions with a range of prices between $48.08 and $48.61. 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.

F7: Each RSU represents a contingent right to receive one share of the Issuer's common stock.