Amended Statement of Ownership (sc 13g/a)
February 14 2018 - 10:08AM
Edgar (US Regulatory)
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G/A
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Under the Securities Exchange Act of 1934
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Time Inc.
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(Name of Issuer)
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Common Stock,
$0.01 par value
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(Title of Class of Securities)
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887228104
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(CUSIP Number)
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December
31, 2017
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(Date of Event Which Requires Filing of This Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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¨
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Rule 13d-1(b)
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¨
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Rule 13d-1(c)
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ý
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Rule 13d-1(d)
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(Page 1 of 6 Pages)
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______________________________
*The remainder of this cover page shall
be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder
of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
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CUSIP No. 887228104
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13G/A
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Page
2
of 6 Pages
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1
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NAME OF REPORTING PERSON
JANA PARTNERS LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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5
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SOLE VOTING POWER
-0-
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6
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SHARED VOTING POWER
-0-
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7
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SOLE DISPOSITIVE POWER
-0-
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8
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SHARED DISPOSITIVE POWER
-0-
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
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12
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TYPE OF REPORTING PERSON
IA
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CUSIP No. 887228104
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13G/A
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Page
3
of 6 Pages
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Item 1(a).
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NAME OF ISSUER
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Time Inc.
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Item 1(b).
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ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
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225 Liberty Street, New York, N.Y.
New York, NY 10281
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(a).
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NAME OF PERSON FILING
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JANA Partners LLC
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Item 2(b).
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ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
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767 Fifth Avenue, 8
th
Floor
New York, NY 10153
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Item 2(c).
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CITIZENSHIP
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This Statement is filed by JANA Partners LLC, a Delaware limited liability company. JANA Partners LLC is a private money management firm which holds the Common Stock of the Issuer in various accounts under its management and control. The principal owner of JANA Partners LLC, Barry Rosenstein, is a U.S. citizens.
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Item 2(d).
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TITLE OF CLASS OF SECURITIES
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Common Stock, $0.01 par value.
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Item 2(e).
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CUSIP NUMBER
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887228104
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Item 3.
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IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
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(a)
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Broker or dealer registered under Section 15 of the Act;
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(b)
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Bank as defined in Section 3(a)(6) of the Act;
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(c)
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Insurance company as defined in Section 3(a)(19) of the Act;
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(d)
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Investment company registered under Section 8 of the Investment Company Act of 1940;
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(e)
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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CUSIP No. 887228104
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13G/A
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Page
4
of 6 Pages
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(f)
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An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
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(i)
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A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act;
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(j)
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A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
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(k)
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J),
please
specify the type of institution: __________________________________________
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Item 4.
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OWNERSHIP
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(a)
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Amount beneficially owned: 0
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(b)
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Percent of Class: 0%
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(c)
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Number of shares as to which JANA Partners LLC has:
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(i)
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Sole power to vote or to direct the vote: 0
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(ii)
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Shared power to vote or to direct the vote: 0
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(iii)
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Sole power to dispose or to direct the disposition: 0
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(iv)
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Shared power to dispose or to direct the disposition of: 0
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Item 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
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If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following:
ý
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Item 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
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Not applicable.
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Item 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
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Not applicable.
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Item 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
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Not applicable.
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CUSIP No. 887228104
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13G/A
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Page
5
of 6 Pages
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Item 9.
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NOTICE OF DISSOLUTION OF GROUP
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Not applicable.
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Item 10.
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CERTIFICATION
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Not applicable.
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CUSIP No. 887228104
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13G/A
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Page
6
of 6 Pages
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SIGNATURES
After reasonable
inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete,
and correct.
DATE: February 14, 2018
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JANA PARTNERS LLC
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/s/ Jennifer Fanjiang
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Name: Jennifer Fanjiang
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Title: General Counsel
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