SEC Form 4 · accession 0001127602-15-021410
AOL Inc. · AOL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert Lord
Officer — EVP and President, AOL Inc.
Period of report
Jun 23, 2015
Accepted (ET)
Jun 25, 2015 · 7:47 pm EDT
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 | Jun 23, 2015 | D | 39,852 | $50.00 | D | 718 | D | |
| Common Stock, Par Value $0.01 | Jun 23, 2015 | D | 718 | $50.00 | D | 0 | 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)F3 | $44.63 | Jun 23, 2015 | D | 16,835 | D | — | Feb 13, 2024 | Common Stock, Par Value $0.01 | 16,835 | 0 | D |
| Stock Option (Right to Buy)F3 | $37.90 | Jun 23, 2015 | D | 69,060 | D | — | Jul 31, 2023 | Common Stock, Par Value $0.01 | 69,060 | 0 | D |
| Stock Option (Right to Buy)F3 | $41.78 | Jun 23, 2015 | D | 23,894 | D | — | Feb 12, 2025 | Common Stock, Par Value $0.01 | 23,894 | 0 | D |
| Performance RightsF4 | — | Jun 23, 2015 | D | 26,385 | D | — | — | Common Stock, Par Value $0.01 | 26,385 | 0 | D |
| Performance RightsF5 | — | Jun 23, 2015 | D | 5,975 | D | — | — | Common Stock, Par Value $0.01 | 5,975 | 0 | D |
| Performance RightsF6 | — | Jun 23, 2015 | D | 7,978 | D | — | — | Common Stock, Par Value $0.01 | 7,978 | 0 | D |
Explanation of responses
- F1On May 12, 2015, AOL Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Verizon Communications Inc. ("Verizon") and Hanks Acquisition Sub, Inc. ("Acquisition Sub"), a wholly owned subsidiary of Verizon, pursuant to which Verizon acquired the Company in a merger (the "Merger") that became effective on June 23, 2015. Pursuant 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 $50.00. The number represents shares of Company common stock issued upon the settlement of restricted stock units and/or vested performance stock units.
- F2The number represents shares of Company common stock that were purchased on the open market and/or Company common stock purchased through the Employee Stock Purchase Plan and disposed of in the Offer and/or the Merger. Pursuant to the Merger Agreement, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time was cancelled and automatically converted into the right to receive a cash payment of $50.00 in cash.
- 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 $50.00 over the exercise price per share subject to such Company stock option immediately prior to the Effective Time. Company stock options in respect of which the exercise price per share equaled or exceeded $50.00 were cancelled, in accordance with the terms of the applicable equity incentive plan and award agreement, for no consideration as of the Effective Time.
- F4Pursuant to the Merger Agreement, each Company performance stock unit (based on total shareholder return performance) outstanding immediately prior to the Effective Time, whether vested or unvested, was canceled and converted automatically into the right to receive a cash payment equal to $50.00 in accordance with the original vesting schedule applicable to such unit. The performance stock units are reported at 100% of target for the performance period 1/1/13 to 12/31/15. However, pursuant to the terms of the applicable award and the Merger Agreement, based on the valuation of the performance stock units as of June 23, 2015, 76.125% of target have been awarded, representing 20,086 performance stock units.
- F5Pursuant to the Merger Agreement, each Company performance stock unit (based on total shareholder return performance) outstanding immediately prior to the Effective Time, whether vested or unvested, was canceled and converted automatically into the right to receive a cash payment equal to $50.00 in accordance with the original vesting schedule applicable to such unit. The performance stock units are reported at 100% of target for the performance period 1/1/14 to 12/31/16. However, pursuant to the terms of the applicable award and the Merger Agreement, based on the valuation of the performance stock units as of June 23, 2015, 69.19% of target have been awarded, representing 4,134 performance stock units.
- F6Pursuant to the Merger Agreement, each Company performance stock unit (based on total shareholder return performance) outstanding immediately prior to the Effective Time, whether vested or unvested, was canceled and converted automatically into the right to receive a cash payment equal to $50.00 in accordance with the original vesting schedule applicable to such unit. The performance stock units are reported at 100% of target for the performance period 1/1/15 to 12/31/17. However, pursuant to the terms of the applicable award and the Merger Agreement, based on the valuation of the performance stock units as of June 23, 2015, 155.40% of target have been awarded, representing 12,398 performance stock units.