SEC Form 4
| 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 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol AOL Inc. [ AOL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/23/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 06/23/2015 | D(1) | 34,107 | D | $50 | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | ||||||||
| Performance Rights | (2) | 06/23/2015 | D | 4,481 | (2) | (2) | Common Stock, Par Value $0.01 | 4,481 | $50 | 0 | D | ||||
| Performance Rights | (3) | 06/23/2015 | D | 4,786 | (3) | (3) | Common Stock, Par Value $0.01 | 4,786 | $50 | 0 | D | ||||
| Stock Option (Right to Buy) | $19 | 06/23/2015 | D | 1,755 | (4) | 02/03/2021 | Common Stock, Par Value $0.01 | 1,755 | $31 | 0 | D | ||||
| Stock Option (Right to Buy) | $16.26 | 06/23/2015 | D | 1,131 | (4) | 02/14/2022 | Common Stock, Par Value $0.01 | 1,131 | $33.74 | 0 | D | ||||
| Stock Option (Right to Buy) | $44.63 | 06/23/2015 | D | 12,626 | (4) | 02/13/2024 | Common Stock, Par Value $0.01 | 12,626 | $5.37 | 0 | D | ||||
| Stock Option (Right to Buy) | $39.52 | 06/23/2015 | D | 5,129 | (4) | 02/14/2023 | Common Stock, Par Value $0.01 | 5,129 | $10.48 | 0 | D | ||||
| Stock Option (Right to Buy) | $37.9 | 06/23/2015 | D | 16,866 | (4) | 07/31/2023 | Common Stock, Par Value $0.01 | 16,866 | $12.1 | 0 | D | ||||
| Stock Option (Right to Buy) | $41.78 | 06/23/2015 | D | 14,336 | (4) | 02/12/2025 | Common Stock, Par Value $0.01 | 14,336 | $8.22 | 0 | D | ||||
| Explanation of Responses: |
| 1. On May 12, 2015, AOL Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Verizon Communications Inc. ("Verizon") and Hanks Acquisition Sub, Inc. ("Acquisition Sub"), a wholly owned subsidiary of Verizon, pursuant to which Verizon acquired the Company in a merger (the "Merger") that became effective on June 23, 2015. Pursuant to the Merger Agreement, all shares of Company common stock outstanding immediately prior to the effective time of the Merger (the "Effective Time"), were canceled and converted automatically into the right to receive a cash payment equal to $50.00. The number represents shares of Company common stock issued upon the settlement of restricted stock units and/or vested performance stock units. |
| 2. Pursuant to the Merger Agreement, each Company performance stock unit (based on total shareholder return performance) outstanding immediately prior to the Effective Time, whether vested or unvested, was canceled and converted automatically into the right to receive a cash payment equal to $50.00 in accordance with the original vesting schedule applicable to such unit. The performance stock units are reported at 100% of target for the performance period 1/1/14 to 12/31/16. However, pursuant to the terms of the applicable award and the Merger Agreement, based on the valuation of the performance stock units as of June 23, 2015, 69.19% of target have been awarded, representing 3,100 performance stock units. |
| 3. Pursuant to the Merger Agreement, each Company performance stock unit (based on total shareholder return performance) outstanding immediately prior to the Effective Time, whether vested or unvested, was canceled and converted automatically into the right to receive a cash payment equal to $50.00 in accordance with the original vesting schedule applicable to such unit. The performance stock units are reported at 100% of target for the performance period 1/1/15 to 12/31/17. However, pursuant to the terms of the applicable award and the Merger Agreement, based on the valuation of the performance stock units as of June 23, 2015, 155.40% of target have been awarded, representing 7,437 performance stock units. |
| 4. Pursuant to and the Merger Agreement, each Company stock option outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested, was canceled and converted automatically into the right to receive a cash payment with respect thereto equal to the product of (i) the number of shares of Company common stock subject to such Company stock option immediately prior to the Effective Time and (ii) the excess, if any, of $50.00 over the exercise price per share subject to such Company stock option immediately prior to the Effective Time. Company stock options in respect of which the exercise price per share equaled or exceeded $50.00 were cancelled, in accordance with the terms of the applicable equity incentive plan and award agreement, for no consideration as of the Effective Time. |
| /s/ Marie Amerasinghe as authorized signatory for Donald Rosenthal | 06/25/2015 | |
| ** 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. | ||