SEC Form 4 · accession 0001372375-15-000079

Millennial Media Inc. · MM

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

Reporting owner

Ernest Cormier

Officer — Chief Operating Officer

Period of report

Oct 22, 2015

Accepted (ET)

Oct 23, 2015 · 9:50 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	Oct 23, 2015	D	350,000	$1.75	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (Right to Buy)^F3	$0.14	Oct 23, 2015	D	727,461	D	—	Jul 28, 2020	Common Stock	727,461	D
Stock Option (Right to Buy)^F3	$0.18	Oct 23, 2015	D	664,692	D	—	Jul 27, 2021	Common Stock	664,692	D
Stock Option (Right to Buy)^F3	$0.24	Oct 23, 2015	D	529,190	D	—	Jun 1, 2022	Common Stock	529,190	D

Explanation of responses

F1On 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.
F2Pursuant 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 $1.75 per share (the "Offer Price"). All shares of Company restricted stock units outstanding immediately prior to the Effective Time, whether vested or unvested, were canceled and converted automatically into the right to receive a cash payment equal to the Offer Price; provided, that the cash payment for shares underlying any restricted stock unit award shall be earned subject to the same vesting schedule and other vesting terms and conditions applicable to such restricted stock unit award.
F3Pursuant to 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 $1.75 over the exercise price per share subject to such Company stock option immediately prior to the Effective Time.