SEC Form 4 · accession 0001127602-15-006831

AOL Inc. · AOL

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

Reporting owner

Timothy M Armstrong

Officer — Chairman and CEO · Director

Period of report

Feb 13, 2015

Accepted (ET)

Feb 18, 2015 · 6:05 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001468516

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock, Par Value $0.01^F1	Feb 13, 2015	M	76,952	—	A	1,009,063	D
Common Stock, Par Value $0.01^F2,F3	Feb 13, 2015	F	36,218	$41.78	D	972,845	D
Common Stock, Par Value $0.01^F4	holding	—	—		—	514,300	I	By Armstrong Family Investment LLC
Common Stock, Par Value $0.01^F5	holding	—	—		—	194,857	I	By Polar Capital Group, LLC

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Performance Rights^F1	—	Feb 13, 2015	A	38,476	A	—	—	Common Stock, Par Value $0.01	38,476	76,952	D
Performance Rights^F1	—	Feb 13, 2015	M	76,952	D	—	—	Common Stock, Par Value $0.01	76,952	0	D
Stock Option (Right to Buy)^F6,F7	$41.78	Feb 13, 2015	A	66,666	A	—	Feb 12, 2025	Common Stock, Par Value $0.01	66,666	66,666	D
Performance Rights^F8,F9	—	Feb 13, 2015	A	23,934	A	—	—	Common Stock, Par Value $0.01	23,934	23,934	D

Explanation of responses

F1On February 13, 2015, 76,952 performance rights (Total Shareholder Return PSUs) granted pursuant to the AOL Inc. 2010 Stock Incentive Plan (the "Plan") vested. The performance rights previously reported on June 19, 2012 represented the shares to be earned at target (100%) performance. Actual performance rights earned could range from 0 to 200% of the number of performance rights granted. Based on performance, 200% of the performance rights have been earned. Therefore an additional 38,476 shares have been earned and all 76,952 shares have vested.
F2On February 13, 2015, 76,952 performance rights granted to the Reporting Person vested. In this regard, the Reporting Person received 40,734 shares of AOL Inc. (the "Company") stock and 36,218 shares were withheld automatically in accordance with the Reporting Person's Performance Share Agreement with the Company in order to satisfy the tax liability that arose upon vesting of the performance rights. NO SHARES WERE SOLD.
F3Reflects the closing price of the shares on February 13, 2015.
F4Armstrong Family Investment LLC is a limited liability company owned solely by the reporting person and his immediate family.
F5The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
F6Represents stock options granted pursuant to the Plan.
F7The shares subject to the stock option vest and become exercisable over a four-year period. Subject to the Reporting Person's continuous employment on each vesting date, one quarter of the shares subject to the option will vest and become exercisable on February 13, 2016 and the remaining shares subject to the stock option will vest and become exercisable on a pro rata monthly basis for the 36 month period thereafter.
F8Represents performance rights granted pursuant to the Plan.
F9Each performance right represents a contingent right to receive one share of the Company common stock. The vesting of the performance rights is based on the relative Total Shareholder Return ("TSR") of the Company as compared to the TSR of each of the companies in the Company's peer group over the period beginning January 1, 2015 and ending December 31, 2017 and subject to the Reporting Person's continuous employment through the vesting date. Performance rights granted represents the target shares and actual performance rights earned could be anywhere from 0 to 200% of the number of performance rights granted. The performance rights expire upon payout, if any, of the award.