SEC Form 4 · accession 0001127602-15-021411

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

Jun 23, 2015

Accepted (ET)

Jun 25, 2015 · 7:48 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	34,107	$50.00	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Performance Rights^F2	—	Jun 23, 2015	D	4,481	D	—	—	Common Stock, Par Value $0.01	4,481	D
Performance Rights^F3	—	Jun 23, 2015	D	4,786	D	—	—	Common Stock, Par Value $0.01	4,786	D
Stock Option (Right to Buy)^F4	$19.00	Jun 23, 2015	D	1,755	D	—	Feb 3, 2021	Common Stock, Par Value $0.01	1,755	D
Stock Option (Right to Buy)^F4	$16.26	Jun 23, 2015	D	1,131	D	—	Feb 14, 2022	Common Stock, Par Value $0.01	1,131	D
Stock Option (Right to Buy)^F4	$44.63	Jun 23, 2015	D	12,626	D	—	Feb 13, 2024	Common Stock, Par Value $0.01	12,626	D
Stock Option (Right to Buy)^F4	$39.52	Jun 23, 2015	D	5,129	D	—	Feb 14, 2023	Common Stock, Par Value $0.01	5,129	D
Stock Option (Right to Buy)^F4	$37.90	Jun 23, 2015	D	16,866	D	—	Jul 31, 2023	Common Stock, Par Value $0.01	16,866	D
Stock Option (Right to Buy)^F4	$41.78	Jun 23, 2015	D	14,336	D	—	Feb 12, 2025	Common Stock, Par Value $0.01	14,336	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.
F2Pursuant 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 3,100 performance stock units.
F3Pursuant 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 7,437 performance stock units.
F4Pursuant to and 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.