SEC Form 4 · accession 0001127602-15-006834
AOL Inc. · AOL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Donald Rosenthal
Officer — SVP & CEO AOL Membership Group
Period of report
Feb 13, 2015
Accepted (ET)
Feb 18, 2015 · 6:06 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 $0.01F1 | Feb 13, 2015 | A | 4,786 | $0.00 | A | 35,660 | D | |
| Common Stock, Par Value $0.01F2,F3 | Feb 13, 2015 | F | 617 | $41.78 | D | 35,043 | D | |
| Common Stock, Par Value $0.01F4,F3 | Feb 13, 2015 | F | 440 | $41.78 | D | 34,603 | D | |
| Common Stock, Par Value $0.01F5,F3 | Feb 13, 2015 | F | 496 | $41.78 | D | 34,107 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F6,F7 | $41.78 | Feb 13, 2015 | A | 14,336 | A | — | Feb 12, 2025 | Common Stock, Par Value $0.01 | 14,336 | 14,336 | D |
| Performance UnitsF8,F9 | — | Feb 13, 2015 | A | 4,786 | A | — | — | Common Stock, Par Value $0.01 | 4,786 | 4,786 | D |
Explanation of responses
- F1Represents restricted stock units granted pursuant to the AOL Inc. 2010 Stock Incentive Plan, as amended and restated (the "Plan"). This award of restricted stock units will vest over three years such that one third of the restricted stock units will vest on February 13, 2016, and the remaining two thirds will vest in two equal installments on February 13, 2017 and February 13, 2018. This award of restricted stock units will be paid in stock to the Reporting Person within sixty days of vesting.
- F2On February 13, 2015, 1,862 restricted stock units granted to the Reporting Person vested. In this regard, the Reporting Person received 1,245 shares of AOL Inc. (the "Company") stock and 617 shares were withheld automatically in accordance with the Reporting Person's Restricted Stock Units Agreement with the Company in order to satisfy the tax liability that arose upon vesting of the restricted stock units.
- F3Reflects the closing price of the shares on February 13, 2015.
- F4On February 13, 2015, 1,327 restricted stock units granted to the Reporting Person vested. In this regard, the Reporting Person received 887 shares of the Company stock and 440 shares were withheld automatically in accordance with the Reporting Person's Restricted Stock Units Agreement with the Company in order to satisfy the tax liability that arose upon vesting of the restricted stock units.
- F5On February 13, 2015, 1,496 restricted stock units granted to the Reporting Person vested. In this regard, the Reporting Person received 1,000 shares of the Company stock and 496 shares were withheld automatically in accordance with the Reporting Person's Restricted Stock Units Agreement with the Company in order to satisfy the tax liability that arose upon vesting of the restricted stock units.
- F6Represents stock options granted pursuant to the Plan.
- F7The shares subject to the stock option vest and become exercisable over a three-year period. Subject to the Reporting Person's continuous employment on each vesting date, one third 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 24 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.