Edgar Filing: Time Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BAIRSTOW JEFFREY JOHN

2. Issuer Name and Ticker or Trading Symbol
Time Inc. [TIME]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
EVP & CFO

(Last)

(First)

(Middle)

C/O TIME INC., 1271 AVENUE OF THE AMERICAS

3. Date of Earliest Transaction (Month/Day/Year)
06/06/2014

(Street)

NEW YORK, NY 10020

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01	06/06/2014		A		22,377 ⁽¹⁾	A	$ 0	22,377	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 22.35

06/06/2014

85,518 ⁽²⁾

⁽³⁾

11/14/2023

Common Stock, par value $0.01

85,518

$ 0

85,518

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BAIRSTOW JEFFREY JOHN C/O TIME INC. 1271 AVENUE OF THE AMERICAS NEW YORK, NY 10020			EVP & CFO

Signatures

/s/ Kevin Tang, Attorney-in-Fact for Jeffrey J. Bairstow		06/10/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents restricted stock units granted pursuant to the Time Inc. 2014 Omnibus Incentive Compensation Plan (the "Plan"). Pursuant to the Reporting Person's Employment Agreement with Time Inc. effective as of October 31, 2013 (the "Employment Agreement") and in accordance with the Plan, each restricted stock unit held by the Reporting Person immediately before the legal and structural separation of Time Inc. from Time Warner Inc. (the "Spin-off") that was granted to the Reporting Person pursuant to an equity plan of Time Warner Inc. has been converted into a restricted stock unit of Time Inc. on substantially the same terms as such Time Warner Inc. restricted stock units (other than with respect to the number and type of shares covered thereby). 25% of the restricted stock units will vest on each of September 3, 2014, September 3, 2015, September 3, 2016 and September 3, 2017, respectively.
(2)	Represents stock options granted pursuant to the Plan. Pursuant to the Reporting Person's Employment Agreement and in accordance with the Plan, each stock option held by the Reporting Person immediately before the Spin-off that was granted to the Reporting Person pursuant to an equity plan of Time Warner Inc. has been converted into a stock option of Time Inc. on substantially the same terms as such Time Warner Inc. stock options (other than with respect to the number and type of shares covered thereby and the related exercise price).
(3)	25% of the stock options will vest on each of September 3, 2014, September 3, 2015, September 3, 2016 and September 3, 2017, respectively.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.