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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
GINSBERG GARY L
  2. Issuer Name and Ticker or Trading Symbol
TIME WARNER INC. [TWX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President
(Last)
(First)
(Middle)
ONE TIME WARNER CENTER
3. Date of Earliest Transaction (Month/Day/Year)
02/15/2015
(Street)

NEW YORK, NY 10019
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 $.01 02/15/2015   M(1)   13,628 A $ 0 (2) 22,829 D  
Common Stock, Par Value $.01 02/15/2015   F(3)   7,607 D $ 83.87 15,222 D  
Common Stock, Par Value $.01 02/15/2015   M(4)   3,652 A $ 0 (2) 18,874 D  
Common Stock, Par Value $.01 02/15/2015   F(3)   2,038 D $ 83.87 16,836 D  
Common Stock, Par Value $.01 02/15/2015   M(4)   1,048 A $ 0 (2) 17,884 D  
Common Stock, Par Value $.01 02/15/2015   F(3)   584 D $ 83.87 17,300 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Stock Units (2) 02/15/2015   M     13,628 02/15/2015 02/15/2015 Common Stock, Par Value $.01 13,628 $ 0 0 D  
Restricted Stock Units (2) 02/15/2015   M     3,652   (5)   (5) Common Stock, Par Value $.01 3,652 $ 0 12,962 (7) D  
Restricted Stock Units (2) 02/15/2015   M     1,048   (6)   (6) Common Stock, Par Value $.01 1,048 $ 0 11,914 (7) D  
Employee Stock Option (Right to Buy) $ 83.87 02/15/2015   A   69,323     (8) 02/14/2025 Common Stock, Par Value $.01 69,323 $ 0 69,323 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GINSBERG GARY L
ONE TIME WARNER CENTER
NEW YORK, NY 10019
      Executive Vice President  

Signatures

 By: Brenda C. Karickhoff for Gary L. Ginsberg   02/18/2015
**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) On February 15, 2012, the Reporting Person was awarded 6,814 target performance stock units with a three-year performance period ending December 31, 2014. As previously reported on a Form 4 (filed with the SEC on January 29, 2015), on January 28, 2015, the Compensation and Human Development Committee approved a payout of 200% of the target performance stock units under the performance standards set in 2012, based on the Issuer's cumulative Adjusted EPS achieved during the performance period and its relative total stockholder return for the performance period being at the 91.4th percentile of companies in the S&P 500. On February 15, 2015, the Reporting Person acquired 13,628 shares of common stock upon the vesting of the performance stock units.
(2) Each performance stock unit or restricted stock unit represents a contingent right to receive one share of common stock. The Reporting Person received one share of common stock for each performance stock unit or restricted stock unit that vested.
(3) Payment of tax liability by withholding shares of common stock incident to the vesting of performance stock units or restricted stock units in accordance with Rule 16b-3.
(4) Shares of common stock acquired upon the vesting of restricted stock units awarded on February 15, 2012 and February 15, 2014.
(5) These restricted stock units vest in two equal installments on the third and fourth anniversaries of the date of grant, February 15, 2012.
(6) These restricted stock units vest in four equal installments on the first four anniversaries of the date of grant, February 15, 2014.
(7) These restricted stock units include (i) restricted stock units that vest in two equal installments on the third and fourth anniversaries of the following dates of grant: February 15, 2012 and February 15, 2013, and (ii) restricted stock units that vest in four equal installments on the first four anniversaries of the date of grant, February 15, 2014.
(8) This option becomes exercisable in increments of 25% on the first four anniversaries of the date of grant, February 15, 2015.

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