SEC Form 3 · accession 0000899243-15-007121
Millennial Media Inc. · MM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Oct 23, 2015
Accepted (ET)
Oct 26, 2015 · 5:01 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001372375
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.001 per shareF1,F2,F3 | holding | — | — | — | 143,069,607 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This form is a joint filing by Verizon Communications Inc. ("Verizon") and AOL Inc., a direct wholly owned subsidiary of Verizon ("AOL").
- F2Includes shares of Common Stock, par value $0.001 per share (the "Shares"), of Millennial Media, Inc. ("Millennial") acquired pursuant to the tender offer effected pursuant to the Agreement and Plan of Merger, dated September 3, 2015 (the "Merger Agreement"), by and among AOL, Mars Acquisition Sub, Inc., a direct wholly owned subsidiary of AOL ("Acquisition Corp."), and Millennial (such tender offer, the "Offer"). Also includes all of the outstanding Shares not tendered in the Offer, which may be deemed to have been acquired by Verizon and AOL pursuant to the consummation of the transactions contemplated by the Merger Agreement.
- F3As Acquisition Corp. was a direct wholly owned subsidiary of AOL, and AOL is a direct wholly owned subsidiary of Verizon, each of AOL and Verizon may be deemed to have acquired indirect beneficial ownership of the Shares.
Remarks
Exhibit 99.1 Joint Filer Information, incorporated herein by reference.