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)
01/28/2015
(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

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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
Restricted Stock Units (1) 01/28/2015   A   4,193 (2)     (3)   (3) Common Stock, Par Value $.01 4,193 $ 0 19,538 (4) D  
Performance Stock Units (5) 01/28/2015   A   13,628 (6)   02/15/2015 02/15/2015 Common Stock, Par Value $.01 13,628 $ 0 13,628 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   01/29/2015
**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) 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, 2014 and were subject to a performance condition, which the Compensation and Human Development Committee certified on January 28, 2015 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, 2014.
(4) These restricted stock units (as adjusted for the spin-off of Time Inc.) include (i) restricted stock units that vest in two equal installments on the third and fourth anniversaries of the following dates of grant: February 7, 2011, 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.
(5) Each performance stock unit represents a contingent right to receive one share of common stock.
(6) On February 15, 2012, the Reporting Person was awarded 6,814 target performance stock units (as adjusted for the spin-off of Time Inc.) with a three-year performance period ending December 31, 2014. On January 28, 2015, the Compensation and Human Development Committee approved a payout of 200% of the target PSUs 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.

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