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) | 9,929 | D | $50 | 700 | D | |||
| Common Stock, Par Value $0.01 | 06/23/2015 | D(2) | 700 | 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 | ||||||||
| Deferred Stock Units | (3) | 06/23/2015 | D | 541 | (3) | (3) | Common Stock, Par Value $0.01 | 541 | $50 | 0 | D | ||||
| Deferred Stock Units | (3) | 06/23/2015 | D | 631 | (3) | (3) | Common Stock, Par Value $0.01 | 631 | $50 | 0 | D | ||||
| Deferred Stock Units | (3) | 06/23/2015 | D | 571 | (3) | (3) | Common Stock, Par Value $0.01 | 571 | $50 | 0 | D | ||||
| Deferred Stock Units | (3) | 06/23/2015 | D | 628 | (3) | (3) | Common Stock, Par Value $0.01 | 628 | $50 | 0 | D | ||||
| Deferred Stock Units | (3) | 06/23/2015 | D | 536 | (3) | (3) | Common Stock, Par Value $0.01 | 536 | $50 | 0 | D | ||||
| Deferred Stock Units | (3) | 06/23/2015 | D | 556 | (3) | (3) | Common Stock, Par Value $0.01 | 556 | $50 | 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. |
| 2. The number represents shares of Company common stock that were purchased on the open market and disposed of in the Offer and/or the Merger. Pursuant to the Merger Agreement, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time was cancelled and automatically converted into the right to receive a cash payment of $50.00 in cash. |
| 3. In connection with and effective upon the consummation of the Merger, and as provided in the Merger Agreement, the Company has taken irrevocable action to terminate its deferred compensation plan (the "DDCP"). Pursuant to applicable tax law, under the terms of the termination and liquidation, all amounts deferred under the DDCP will be paid out to the applicable participants within 12 months following the date that the Company irrevocably took all necessary action to terminate and liquidate the DDCP. |
| /s/ Marie Amerasinghe as authorized signatory for Eve B. Burton | 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. | ||