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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MELTON CAROL A 		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 (MM/DD/YYYY)

1/27/2016
(Street)

NEW YORK, NY 10019-8016
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Restricted Stock Units     (1) 1/27/2016     A      4590   (2)        (3)   (3) Common Stock, Par Value $.01   4590   $0   18092   (4) D    
Restricted Stock Units     (1) 1/27/2016     A      1290   (5)        (6)   (6) Common Stock, Par Value $.01   1290   $0   19382   (7) D    
Performance Stock Units     (8) 1/27/2016     A      10558   (9)      2/15/2016   2/15/2016   Common Stock, Par Value $.01   10558   $0   10558   D    

Explanation of Responses:
( 1)  Each restricted stock unit represents the contingent right to receive one share of common stock.
( 2)  These restricted stock units were awarded on February 15, 2015 and were subject to a performance condition, which the Compensation and Human Development Committee certified on January 27, 2016 had been satisfied.
( 3)  These restricted stock units vest in four equal installments on the first four anniversaries of their date of grant, February 15, 2015.
( 4)  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 following dates of grant: February 15, 2014, and February 15, 2015.
( 5)  These restricted stock units were awarded on June 15, 2014 and were subject to a performance condition, which the Compensation and Human Development Committee certified on January 27, 2016 had been satisfied.
( 6)  These restricted stock units vest in four equal installments, with the first installment to vest on February 15, 2016 and the second, third and fourth installments on the next three anniversaries of their date of grant, June 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, (ii) restricted stock units that vest in four equal installments on the first four anniversaries of the following dates of grant: February 15, 2014, and February 15, 2015, and (iii) restricted stock units that vest in equal installments on February 15, 2016 and the second, third and fourth anniversaries of the date of grant, June 15, 2014.
( 8)  Each performance stock unit represents a contingent right to receive one share of common stock.
( 9)  On February 15, 2013, the Reporting Person was awarded 5,563 target performance stock units (as adjusted for the spin-off of Time Inc.) with a three-year performance period ending December 31, 2015. On January 27, 2016, the Compensation and Human Development Committee approved a payout of 189.8% of the target PSUs under the performance standards set in 2013, based on (i) the Issuer's cumulative Adjusted EPS achieved during the performance period, which resulted in an Adjusted EPS factor of 183%, and (ii) its total stockholder return for the performance period compared to other companies in the S&P 500, which resulted in a TSR modifier of 103.7%. The PSU payout factor is determined by multiplying the Adjusted EPS factor and the TSR modifier.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MELTON CAROL A
ONE TIME WARNER CENTER
NEW YORK, NY 10019-8016

Executive Vice President

Signatures
By: Brenda C. Karickhoff for Carol A. Melton 1/28/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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