SEC Form 3 · accession 0001140361-15-025156
AOL Inc. · AOL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jun 23, 2015
Accepted (ET)
Jun 23, 2015 · 4:33 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 per shareF1,F2,F3,F4 | holding | — | — | — | 78,714,844 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This form is a joint filing by Verizon Communications Inc. ("Verizon") and Hanks Acquisition Sub, Inc., a direct wholly owned subsidiary of Verizon ("Acquisition Corp.").
- F2Shares of Common Stock, par value $0.01 per share (the "Shares"), of AOL Inc. ("AOL") acquired pursuant to the tender offer effected pursuant to the Agreement and Plan of Merger, dated May 26, 2015 (the "Merger Agreement"), by and among Verizon, Acquisition Corp. and AOL (such tender offer, the "Offer").
- F3Shares were held by Acquisition Corp. As Acquisition Corp. is a direct wholly owned subsidiary of Verizon, Verizon may be deemed to have acquired indirect beneficial ownership of the Shares.
- F4Reflects all of the outstanding shares of AOL not tendered in the Offer, which may be deemed to have been acquired by Verizon and Acquisition Corp. pursuant to the consummation of the transactions contemplated by the Merger Agreement.
Remarks
Exhibit 99.1 Joint Filer Information, incorporated herein by reference.