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 *
BAIRSTOW JEFFREY JOHN
  2. Issuer Name and Ticker or Trading Symbol
Time Inc. [TIME]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP & CFO
(Last)
(First)
(Middle)
C/O TIME INC., 1271 AVENUE OF THE AMERICAS
3. Date of Earliest Transaction (Month/Day/Year)
06/06/2014
(Street)

NEW YORK, NY 10020
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
Common Stock, par value $0.01 06/06/2014   A   22,377 (1) A $ 0 22,377 D  

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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
Stock Option (right to buy) $ 22.35 06/06/2014   A   85,518 (2)     (3) 11/14/2023 Common Stock, par value $0.01 85,518 $ 0 85,518 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BAIRSTOW JEFFREY JOHN
C/O TIME INC.
1271 AVENUE OF THE AMERICAS
NEW YORK, NY 10020
      EVP & CFO  

Signatures

 /s/ Kevin Tang, Attorney-in-Fact for Jeffrey J. Bairstow   06/10/2014
**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) Represents restricted stock units granted pursuant to the Time Inc. 2014 Omnibus Incentive Compensation Plan (the "Plan"). Pursuant to the Reporting Person's Employment Agreement with Time Inc. effective as of October 31, 2013 (the "Employment Agreement") and in accordance with the Plan, each restricted stock unit held by the Reporting Person immediately before the legal and structural separation of Time Inc. from Time Warner Inc. (the "Spin-off") that was granted to the Reporting Person pursuant to an equity plan of Time Warner Inc. has been converted into a restricted stock unit of Time Inc. on substantially the same terms as such Time Warner Inc. restricted stock units (other than with respect to the number and type of shares covered thereby). 25% of the restricted stock units will vest on each of September 3, 2014, September 3, 2015, September 3, 2016 and September 3, 2017, respectively.
(2) Represents stock options granted pursuant to the Plan. Pursuant to the Reporting Person's Employment Agreement and in accordance with the Plan, each stock option held by the Reporting Person immediately before the Spin-off that was granted to the Reporting Person pursuant to an equity plan of Time Warner Inc. has been converted into a stock option of Time Inc. on substantially the same terms as such Time Warner Inc. stock options (other than with respect to the number and type of shares covered thereby and the related exercise price).
(3) 25% of the stock options will vest on each of September 3, 2014, September 3, 2015, September 3, 2016 and September 3, 2017, respectively.

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