FORM 4
[ X ] 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 *

WAYNE PACE
2. Issuer Name and Ticker or Trading Symbol

TIME WARNER CABLE INC. [ TWC ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O TIME WARNER CABLE INC., 60 COLUMBUS CIRCLE
3. Date of Earliest Transaction (MM/DD/YYYY)

5/18/2016
(Street)

NEW YORK, NY 10023
(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
Common Stock, par value $.01 per share   5/18/2016     D (1)    26099.9880   D $0   (2) 0.0000   D    

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
Director Deferred Stock Unit     (3) 5/18/2016     D   (4)       2138.0000      (5)   (5) Common Stock, par value $.01 per share   2138.0000     (4) 0.0000   D    
Restricted Stock Units     (6) 5/18/2016     D   (7)       1120.0000      (8)   (8) Common Stock, par value $.01 per share   1120.0000     (7) 14623.4190   D    
Restricted Stock Units     (6) 5/18/2016     D   (7)       14623.4190      (9)   (9) Common Stock, par value $.01 per share   14623.4190     (7) 0.0000   D    

Explanation of Responses:
( 1)  Issuer's common stock ("Common Stock") disposed of pursuant to the Agreement and Plan of Mergers, dated as of May 23, 2015, among the Issuer, Charter Communications, Inc., CCH I, LLC (now named Charter Communications, Inc., "New Charter") and other certain parties thereto (the "merger agreement").
( 2)  In accordance with the terms of the merger agreement, each share of Common Stock was exchanged into the right to receive, pursuant to an election made by the Reporting Person, either (a) $100 in cash and 0.4891 of a share of New Charter Class A common stock ("New Charter common stock") or (b) $115 in cash and 0.4125 of a share of New Charter common stock.
( 3)  Each deferred stock unit represented a right to receive one share of Common Stock.
( 4)  Each deferred stock unit represented a right to receive one share of Common Stock. These deferred stock units were canceled in accordance with the terms of the merger agreement, and the Reporting Person received an amount of cash equal to approximately $224.91 per unit.
( 5)  The Common Stock would have been issuable to the Reporting Person upon the termination of the Reporting Person's service as a director.
( 6)  Each restricted stock unit represented a right to receive one share of Common Stock.
( 7)  Each restricted stock unit represented a right to receive one share of Common Stock. These restricted stock units were canceled in accordance with the terms of the merger agreement, and the Reporting Person received an amount in cash equal to approximately $224.91 per unit.
( 8)  50% of the Common Stock covered by the restricted stock units would have been issuable to the Reporting Person on the earlier of February 12, 2017 (the third anniversary of the date of grant) or in connection with the Reporting Person's ceasing to serve as a director of the Issuer, and the remaining 50% would have been issuable to the Reporting Person in connection with the Reporting Person's ceasing to serve as a director of the Issuer.
( 9)  The Common Stock would have been issuable to the Reporting Person in connection with the Reporting Person's ceasing to serve as a director of the Issuer.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
WAYNE PACE
C/O TIME WARNER CABLE INC.
60 COLUMBUS CIRCLE
NEW YORK, NY 10023
X



Signatures
Susan A. Waxenberg, Attorney in Fact 5/20/2016
** 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.
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