SEC Form 4 · accession 0001127602-15-021413

AOL Inc. · AOL

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

Reporting owner

Eve B Burton

Director

Period of report

Jun 23, 2015

Accepted (ET)

Jun 25, 2015 · 7:50 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	9,929	$50.00	D	700	D
Common Stock, Par Value $0.01	Jun 23, 2015	D	700	$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
Deferred Stock Units^F3	—	Jun 23, 2015	D	541	D	—	—	Common Stock, Par Value $0.01	541	D
Deferred Stock Units^F3	—	Jun 23, 2015	D	631	D	—	—	Common Stock, Par Value $0.01	631	D
Deferred Stock Units^F3	—	Jun 23, 2015	D	571	D	—	—	Common Stock, Par Value $0.01	571	D
Deferred Stock Units^F3	—	Jun 23, 2015	D	628	D	—	—	Common Stock, Par Value $0.01	628	D
Deferred Stock Units^F3	—	Jun 23, 2015	D	536	D	—	—	Common Stock, Par Value $0.01	536	D
Deferred Stock Units^F3	—	Jun 23, 2015	D	556	D	—	—	Common Stock, Par Value $0.01	556	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.
F2The number represents shares of Company common stock that were purchased on the open market 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.
F3In connection with and effective upon the consummation of the Merger, and as provided in the Merger Agreement, the Company has taken irrevocable action to terminate its deferred compensation plan (the "DDCP"). Pursuant to applicable tax law, under the terms of the termination and liquidation, all amounts deferred under the DDCP will be paid out to the applicable participants within 12 months following the date that the Company irrevocably took all necessary action to terminate and liquidate the DDCP.