LOEWS CORP — Director's Dealing 2022

Feb 14, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LOEWS CORP (L)
CIK: 0000060086
Period of Report: 2022-02-10

Reporting Person: SCOTT RICHARD WALDO (SVP & Chief Investment Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-02-10	Common Stock	M	6691	—	Acquired	40591.8	Direct
2022-02-10	Common Stock	F	2413	$61.58	Disposed	38178.8	Direct
2022-02-11	Common Stock	M	7414	—	Acquired	45592.8	Direct
2022-02-11	Common Stock	F	2673	$62.10	Disposed	42919.8	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-02-10	Restricted Stock Units	$	M	6691	Disposed		Common Stock (6691)	Direct
2022-02-11	Restricted Stock Units	$	M	7414	Disposed		Common Stock (7414)	Direct

Footnotes

F1: Represents the conversion upon vesting of restricted stock units ("RSUs") into common stock. On February 10, 2020, the Reporting Person was awarded 13,382 RSUs, subject to the Issuer achieving a pre-determined level of performance based income ("PBI Metric") for 2020. The Issuer's Compensation Committee determined that the Issuer achieved the PBI Metric on February 8, 2021 and the 2020 RSUs were then reported on a Form 4 filed with the Securities and Exchange Commission (the "SEC"). 50% of these RSUs vested on February 10, 2022. The remaining 2020 RSUs will vest on February 10, 2023. 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 2,413 shares of common stock that vested in respect of the 2020 RSUs on February 10, 2022 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 11, 2019, the Reporting Person was awarded 14,827 RSUs, subject to the Issuer achieving a 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 SEC. 50% of these RSUs previously vested on February 11, 2021. The remaining 2019 RSUs vested on February 11, 2022.

F4: The Reporting Person is reporting the withholding, by the Issuer, of 2,673 shares of common stock that vested in respect of the 2019 RSUs on February 11, 2022 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.