SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Armstrong Timothy M

(Last)

(First)

(Middle)

770 BROADWAY

(Street)

NEW YORK

10003

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AOL Inc. [ AOL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01	01/04/2010		A		209,117⁽¹⁾	A	⁽¹⁾	548,482⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$23.28	12/31/2009		A		1,593,995⁽³⁾		⁽⁴⁾	12/31/2019	Common Stock, par value $0.01	1,593,995	⁽³⁾	1,593,995⁽³⁾	D
Stock Option (right to buy)	$23.91	01/04/2010		A		697,058⁽⁵⁾		⁽⁶⁾	01/04/2020	Common Stock, par value $0.01	697,058	⁽⁵⁾	697,058⁽⁵⁾	D

Explanation of Responses:

1. Represents restricted stock units granted pursuant to the AOL Inc. 2010 Stock Incentive Plan (the "Plan") to replace equity awards the Reporting Person was entitled to receive from Time Warner Inc. ("Time Warner") in 2010 if the legal and structural separation of AOL Inc. from Time Warner (the "Spin-off") had not occurred. The restricted stock units will vest in two equal installments on January 4, 2011 and January 4, 2012, respectively, and will be paid in stock to the Reporting Person within thirty days of vesting.

2. The amount of securities beneficially owned following the reported transaction has been corrected to exclude 26,837 shares of Common Stock which were incorrectly previously reflected as having been received by the Reporting Person in connection with the Spin-off.

3. Represents stock options granted in connection with the Spin-off pursuant to the Plan and the employment agreement dated as of March 12, 2009 and effective as of April 7, 2009 among the Reporting Person, AOL LLC (AOL Inc.'s successor in interest) and Time Warner.

4. The stock options will vest over a three year period, with one third vesting on each of the first, second and third anniversaries of the Spin-off, respectively.

5. Represents stock options granted pursuant to the Plan to replace equity awards the Reporting Person was entitled to receive from Time Warner in 2010 if the Spin-off had not occurred.

6. The stock options will vest in eight quarterly installments over a two year period beginning on January 4, 2010.

	/s/ Julie Jacobs as authorized signatory for Timothy M. Armstrong	01/05/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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