SEC Form 4 · accession 0001372375-15-000076

Millennial Media Inc. · MM

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Director

Period of report

Oct 22, 2015

Accepted (ET)

Oct 23, 2015 · 9:47 am 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^F1	Oct 22, 2015	U	75,229	$1.75	D	15,625	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (Right to Buy)^F2	$0.736	Oct 23, 2015	D	436,845	D	—	May 12, 2019	Common Stock	436,845	0	D

F1Represents unvested restricted stock units that were forfeited for no consideration upon the reporting person's resignation from the board of directors of the Company, effective October 23, 2015.
F2On September 3, 2015, Millennial Media, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with AOL Inc. ("AOL") and Mars Acquisition Sub, Inc., a wholly owned subsidiary of AOL, pursuant to which AOL acquired the Company in a merger (the "Merger") that became effective on October 23, 2015. Pursuant to the Merger Agreement, each Company stock option outstanding and unexercised immediately prior to the effective time of the Merger (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 $1.75 over the exercise price per share subject to such Company stock option immediately prior to the Effective Time.