UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Rule 14d-101)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
Amendment No. 3
Millennial Media, Inc.
(Name of Subject Company)
Millennial Media, Inc.
(Name of Persons Filing Statement)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
60040N105
(CUSIP Number of Class of Securities)
Ho Shin
General Counsel
Millennial Media, Inc.
2400 Boston Street, Suite 300
Baltimore, Maryland 21224
(410) 522-8705
(Name, address and telephone numbers of person authorized to receive notice and communications on behalf of the persons filing
statement)
With copies to:
John J. Egan, III, Esq.
Joseph L. Johnson, III, Esq.
Ian D. Engstrand, Esq.
Goodwin Procter LLP
53 State Street
Boston, MA 02109
(617) 570-1000
o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
This Amendment No. 3 (“Amendment No. 3”) amends and supplements Item 3 and Item 9 in the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Millennial Media, Inc. (the “Company”) with the U.S. Securities and Exchange Commission on September 18, 2015 (as amended and supplemented from time to time, the “Schedule 14D-9”). The Schedule 14D-9 relates to the tender offer by Mars Acquisition Sub, Inc. (“Acquisition Sub”), a subsidiary of AOL Inc. (“AOL”), to purchase all of the Company’s outstanding common stock, par value $0.001 per share (the “Shares”) for $1.75 per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase by AOL and Acquisition Sub dated September 18, 2015, and in the related Letter of Transmittal, as each may be amended or supplemented from time to time.
Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment No. 3. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Schedule 14D-9.
Item 3. Past Contacts, Transactions, Negotiations and Agreements.
Item 3 of the Schedule 14D-9 is hereby amended and supplemented by replacing the first sentence of the last paragraph of the subsection entitled “Arrangements between the Company and its Executive Officers, Directors and Affiliates—Compensation Arrangements Entered Into in Connection with the Merger” with the following:
The Company has entered into severance and release agreements with Jason Kelly, Marc Theermann, Ho Shin and Michael Barrett.
Item 3 of the Schedule 14D-9 is hereby further amended and supplemented by replacing the last sentence of the last paragraph of the subsection entitled “Arrangements between the Company and its Executive Officers, Directors and Affiliates—Compensation Arrangements Entered Into in Connection with the Merger” with the following:
The foregoing summary of the severance and release agreements does not purport to be complete and is qualified in its entirety by reference to the Severance Agreement and Release of Claims with each of Messrs. Kelly, Theermann, Shin and Barrett, which are filed herewith as Exhibits (e)(27), (e)(28), (e)(29) and (e)(30) respectively.
Item 9. Exhibits.
Item 9 of the Schedule 14D-9 is hereby further amended and supplemented by adding to the list of Exhibits immediately following the Exhibit listed as Exhibit (e)(29) the following Exhibit:
(e)(30) | Severance Agreement and Release of Claims, dated as of October 18, 2015 by and between Millennial Media, Inc. and Michael Barrett. |
SIGNATURE
After due 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.
Dated: October 19, 2015
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| Millennial Media, Inc. | |
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| By: | /s/ Ho Shin |
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| Name: | Ho Shin |
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| Title: | General Counsel |
