Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Klein Lauren Ezrol
2. Date of Event Requiring Statement (Month/Day/Year)
09/08/2016
3. Issuer Name and Ticker or Trading Symbol
Time Inc. [TIME]
(Last)
(First)
(Middle)
C/O TIME INC., 225 LIBERTY STREET
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, GC & Corp Secretary
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10281
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, par value $0.01 30,072.9998 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Stock Units   (2) 03/15/2018 Common Stock, par value $0.01 34,091 $ (2) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Klein Lauren Ezrol
C/O TIME INC.
225 LIBERTY STREET
NEW YORK, NY 10281
      EVP, GC & Corp Secretary  

Signatures

/s/ Kevin Tang, Attorney-in-Fact for Lauren Ezrol Klein 09/16/2016
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Includes (i) 9,095.9998 shares of common stock, (ii) 2,546 restricted stock units ("RSUs") that are scheduled to vest ratably over two years on June 23 of each of 2017 and 2018, (iii) 5,580 RSUs that are scheduled to vest ratably over three years on February 13 of each of 2017, 2018 and 2019, and (iv) 12,851 RSUs that are scheduled to vest ratably over four years on February 8 of each of 2017, 2018, 2019 and 2020.
(2) Each performance stock unit represents a contingent right to receive one share of common stock of the Issuer. The performance stock units shall vest on March 15, 2018 in an amount from 0% to 275% of the number of performance stock units granted based on the average fair market value of the Issuer's common stock during the period commencing on February 15, 2018 and ending on March 15, 2018.

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