Form 4 MacKinnon Gail For: May 11 (10K)

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MacKinnon Gail

(Last)

(First)

(Middle)

C/O TIME WARNER CABLE INC., 60 COLUMBUS CIRCLE

(Street)

NEW YORK

10023

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TIME WARNER CABLE INC. [TWC]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP & Chief Gov. Rel. Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2009

4. If Amendment, Date of 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

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

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy) ⁽¹⁾

$ 33.8

05/11/2009

1,028

⁽²⁾

03/01/2017

Common Stock, par value $.01 per share

1,028

$ 0

1,028

Employee Stock Option (Right to Buy) ⁽¹⁾

$ 33.8

05/11/2009

2,867

⁽³⁾

03/06/2018

Common Stock, par value $.01 per share

2,867

$ 0

2,867

Employee Stock Option (Right to Buy) ⁽¹⁾

$ 33.8

05/11/2009

887

03/12/2010

03/01/2017

Common Stock, par value $.01 per share

887

$ 0

887

Employee Stock Option (Right to Buy) ⁽¹⁾

$ 33.8

05/11/2009

714

03/12/2010

03/06/2018

Common Stock, par value $.01 per share

714

$ 0

714

Restricted Stock Units ⁽¹⁾

$ 0 ⁽⁴⁾

05/11/2009

4,694

⁽⁵⁾

Common Stock, par value $.01 per share

4,694

$ 0

11,840.667 ⁽⁶⁾

Restricted Stock Units ⁽¹⁾

$ 0 ⁽⁴⁾

05/11/2009

2,886

⁽⁷⁾

Common Stock, par value $.01 per share

2,886

$ 0

14,726.667 ⁽⁶⁾

Explanation of Responses:

1. As of March 12, 2009, the Issuer was no longer a subsidiary of Time Warner Inc. ("Time Warner"), its former parent. As a result, pursuant to their terms, certain of the Time Warner equity awards held by the Reporting Person were forfeited and/or are subject to shortened terms (in the case of stock options). The Issuer granted these awards to the Reporting Person to offset the Reporting Person's resulting estimated loss of economic value in such Time Warner equity awards.

2. This option becomes exercisable in equal increments on March 2, 2010 and March 2, 2011.

3. This option becomes exercisable in equal increments on March 7, 2010, March 7, 2011 and March 7, 2012.

4. Each restricted stock unit represents a contingent right to receive one share of Common Stock.

5. This award of restricted stock units vests in installments of 24% on March 7, 2011 and 76% on March 7, 2012. Shares of Common Stock will be issued to the Reporting Person upon vesting of the restricted stock units.

6. On March 12, 2009, the Issuer, among other things, (a) reclassified each outstanding share of its Class A common stock and Class B common stock into one share of its common stock, par value $ .01 per share (the "Recapitalization") and (b) after the Recapitalization, effected a 1-for-3 reverse stock split on all outstanding shares of its common stock. The number of restricted stock units reported in column 9 includes previously granted restricted stock units that have been adjusted to reflect the Recapitalization and the reverse stock split, which adjustments are exempt pursuant to Section 16a-9 under the Securities Exchange Act of 1934. Fractional restricted stock units will be paid in cash upon vesting. These restricted stock units may have different vesting and distribution dates.

7. This award of restricted stock units vests in installments of 40% on March 2, 2010 and 60% on March 2, 2011. Shares of Common Stock will be issued to the Reporting Person upon vesting of the restricted stock units.

	Susan A. Waxenberg, Attorney in Fact	05/13/2009
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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