Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
| Loews Corporation |
|
(Name of Issuer)
|
|
Common Stock
|
| (Title of Class of Securities) |
|
540424-10-8
|
|
(CUSIP Number)
|
|
Barry L. Bloom
655 Madison Avenue, 11th Floor
New York, NY 10065-8068
(212) 521-2930
|
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
|
September 16, 2020
|
||
|
(Date of Event Which Requires Filing of This Statement)
|
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d‑7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to
the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
CUSIP No. 540424-10-8
|
Page 2 of 4 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
James S. Tisch
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
United States
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
|
11,551,027
|
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
5,278,377
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
11,551,027
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
5,278,377
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
16,829,404
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
6.1%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
| Item 5. |
Interest in Securities of the Issuer.
|
Item 5 is amended by deleting the text thereof in its entirety and replacing it with the following:
As of September 16, 2020, Mr. Tisch beneficially owned a total of 16,829,404 shares of Common Stock of the Issuer, including 11,540,903 shares held by trusts of which he is trustee, 4,218,377
shares held by trusts of which his wife is trustee, 1,060,000 shares held by a charitable foundation of which he is a director, 568 shares which he had the right to acquire upon exercise of Stock Appreciation Rights which were then exercisable
and 9,556 shares underlying vested RSUs of which he deferred receipt that could be delivered to him within 60 days of September 16, 2020 if his service with the Company were to terminate as of that date. The total number of shares beneficially
owned by Mr. Tisch constituted approximately 6.1% of the 275,739,943 shares of Common Stock of the Issuer outstanding on September 16, 2020, according to information provided by the Issuer.
Mr. Tisch had sole voting and dispositive power over 11,540,903 shares held by trusts of which he is trustee and would have sole voting and dispositive power over 568 shares he had the right to
acquire upon exercise of Stock Appreciation Rights if he had exercised them and 9,556 shares underlying vested RSUs if he were to receive them. Mr. Tisch may be deemed to have shared voting and dispositive power over 4,218,377 shares held by
trusts of which his wife is trustee and 1,060,000 shares held by a charitable foundation of which he is a director.
During the 60 days preceding the filing of this statement, the only transactions in the Common Stock of the Issuer engaged in by Mr. Tisch were as follows: on September 14, 2020, trusts of
which Mr. Tisch or his wife is trustee received gifts totaling 1,475,984 shares of Common Stock, respectively, which in each case did not change Mr. Tisch’s beneficial ownership.
Page 3 of 4 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
September 17, 2020
|
|||
|
By:
|
/s/ James S. Tisch
|
||
|
James S. Tisch
|
|||
Page 4 of 4 Pages