SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Brody Edward B

(Last)

(First)

(Middle)

770 BROADWAY

(Street)

NEW YORK

10003

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/27/2013

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & CEO of AOL Networks

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.01 par value	6,325⁽¹⁾	D
Common Stock, $0.01 par value	2,967⁽²⁾	D
Common Stock, $0.01 par value	10,649⁽³⁾	D
Common Stock, $0.01 par value	13,315⁽⁴⁾	D
Common Stock, $0.01 par value	6,643⁽⁵⁾	D
Common Stock, $0.01 par value	27,563⁽⁶⁾⁽⁷⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	02/15/2013⁽⁸⁾	02/14/2023	Common Stock, par value $0.01	17,717⁽⁹⁾	$39.52	D
Performance Rights	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock, par value $0.01	6,325	$0	D
Employee Stock Option (right to buy)	06/29/2012⁽¹¹⁾	06/28/2022	Common Stock, par value $0.01	10,294⁽⁹⁾	$24.31	D
Performance Rights	⁽¹²⁾	⁽¹²⁾	Common Stock, par value $0.01	2,967	$0	D
Employee Stock Option (right to buy)	02/15/2012⁽¹³⁾	02/14/2022	Common Stock, par value $0.01	44,485⁽⁹⁾	$16.26	D
Employee Stock Option (right to buy)	11/15/2011⁽¹⁴⁾	11/14/2021	Common Stock, par value $0.01	41,837⁽⁹⁾	$13.01	D
Employee Stock Option (right to buy)	02/15/2011⁽¹⁵⁾	02/14/2021	Common Stock, par value $0.01	34,655⁽⁹⁾	$18.84	D
Employee Stock Option (right to buy)	12/31/2009⁽¹⁶⁾	12/30/2019	Common Stock, par value $0.01	31,473⁽⁹⁾	$20.16	D

Explanation of Responses:

1. Represents restricted stock units granted pursuant to the AOL Inc. (the "Company") 2010 Stock Incentive Plan, as amended and restated (the "Plan"). This award of restricted stock units will vest over four years such that one half of the restricted stock units will vest on February 15, 2015, and the remaining one half will vest in two equal installments on February 15, 2016 and February 15, 2017. This award of restricted stock units will be paid in stock to the Reporting Person within sixty days of vesting.

2. Represents restricted stock units granted pursuant to the Plan. This award of restricted stock units will vest over four years such that one half of the restricted stock units will vest on June 29, 2014, and the remaining one half will vest in two equal installments on June 29, 2015 and June 29, 2016. This award of restricted stock units will be paid in stock to the Reporting Person within sixty days of vesting.

3. Represents restricted stock units granted pursuant to the Plan. This award of restricted stock units will vest over four years such that one half of the restricted stock units will vest on February 15, 2014, and the remaining one half will vest in two equal installments on February 15, 2015 and February 15, 2016. This award of restricted stock units will be paid in stock to the Reporting Person within sixty days of vesting.

4. Represents restricted stock units granted pursuant to the Plan. This award of restricted stock units will vest over four years such that one half of the restricted stock units will vest on July 25, 2013, and the remaining one half will vest in two equal installments on July 25, 2014 and July 25, 2015. This award of restricted stock units will be paid in stock to the Reporting Person within sixty days of vesting.

5. Represents restricted stock units granted pursuant to the Plan. This award of restricted stock units will vest over four years such that one half of the restricted stock units vested on February 4, 2013 and the remaining one half will vest in two equal installments on February 4, 2014 and February 4, 2015. This award of restricted stock units will be paid in stock to the Reporting Person within sixty days of vesting. On February 4, 2013, 2,563 restricted stock units previously granted to the Reporting Person vested. In this regard, 1,517 shares were withheld automatically in accordance with the Reporting Person's Restricted Stock Units Agreement with the Company in order to satisfy the tax liability that arose upon vesting of the restricted stock units.

6. Represents restricted stock units granted pursuant to the Plan. This award of restricted stock units will vest over four years such that one half of the restricted stock units vested on December 31, 2011 and one quarter of the remaining restricted stock units vested on December 31, 2012. The remaining one quarter of the restricted stock units will vest on December 31, 2013. This award of restricted stock units will be paid in stock to the Reporting Person within sixty days of vesting. On December 31, 2011, 38,461 restricted stock units previously granted to the Reporting Person vested. (Continued in footnote 7)

7. In this regard, 13,443 shares were withheld automatically in accordance with the Reporting Person's Restricted Stock Units Agreement with the Company in order to satisfy the tax liability that arose upon vesting of the restricted stock units and, prior to the Reporting Person becoming an insider, the remaining 25,018 shares were sold. On December 31, 2012, 19,230 restricted stock units previously granted to the Reporting Person vested. In this regard, 8,199 shares were withheld automatically in accordance with the Reporting Person's Restricted Stock Units Agreement with the Company in order to satisfy the tax liability that arose upon vesting of the restricted stock units and, prior to the Reporting Person becoming an insider, 2,700 shares were donated to charity.

8. The option becomes exercisable over a four year period. Subject to the Reporting Person's continuous employment on each vesting date, one quarter of the shares subject to the option will vest and become exercisable on February 15, 2014, and the remaining shares subject to the option will vest and become exercisable on a pro rata monthly basis for the 36 month period thereafter.

9. Represents shares subject to a stock option granted pursuant to the Plan.

10. Each performance right represents a contingent right to receive one share of Company common stock. The vesting of the performance rights is based on the relative Total Shareholder Return ("TSR") of the Company as compared to the TSR of each of the companies in the Company's peer group over the period beginning January 1, 2013 and ending December 31, 2015 and subject to the Reporting Person's continuous employment through the vesting date. Performance rights granted represents the target shares and actual performance rights earned could be anywhere from 0 to 200% of the number of performance rights granted. The performance rights expire upon payout, if any, of the award.

11. The option becomes exercisable over a four year period. Subject to the Reporting Person's continuous employment on each vesting date, one quarter of the shares subject to the option will vest and become exercisable on June 29, 2013, and the remaining shares subject to the option will vest and become exercisable on a pro rata monthly basis for the 36 month period thereafter.

12. Each performance right represents a contingent right to receive one share of Company common stock. The vesting of the performance rights is based on the relative TSR of the Company as compared to the TSR of each of the companies in the Company's peer group over the period beginning January 1, 2012 and ending December 31, 2014 and subject to the Reporting Person's continuous employment through the vesting date. Performance rights granted represents the target shares and actual performance rights earned could be anywhere from 0 to 200% of the number of performance rights granted. The performance rights expire upon payout, if any, of the award.

13. The option becomes exercisable over a four year period. One quarter of the shares subject to the option vested and became exercisable on February 15, 2013, and subject to the Reporting Person's continuous employment on each vesting date, the remaining shares subject to the option will vest and become exercisable on a pro rata monthly basis for the 36 month period thereafter.

14. The option becomes exercisable over a four year period. One quarter of the shares subject to the option vested and became exercisable on July 25, 2012, and subject to the Reporting Person's continuous employment on each vesting date, the remaining shares subject to the option have vested and became exercisable or will vest and become exercisable on a pro rata monthly basis for the 36 month period thereafter. On November 15, 2011, the Reporting Person received a grant of an option to purchase 57,375 shares of common stock. The Reporting Person subsequently exercised and sold an aggregate of 15,538 shares of common stock.

15. The option becomes exercisable over a four year period. One quarter of the shares subject to the option vested and became exercisable on February 4, 2012, and subject to the Reporting Person's continuous employment on each vesting date, the remaining shares subject to the option have vested and became exercisable or will vest and become exercisable on a pro rata monthly basis for the 36 month period thereafter.

16. The option becomes exercisable over a four year period. One quarter of the shares subject to the option vested and became exercisable on December 31, 2010, and subject to the Reporting Person's continuous employment on each vesting date, the remaining shares subject to the option have vested and became exercisable or will vest and become exercisable on a pro rata monthly basis for the 36 month period thereafter. On December 31, 2009, the Reporting Person received a grant of an option to purchase 88,859 shares of common stock. The Reporting Person subsequently exercised and sold 57,386 shares of common stock.

Remarks:

Exhibit List Exhibit 99- Confirming Statement

	/s/ Uche Ndumele as authorized signatory for Edward B. Brody	03/11/2013
	** 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 5 (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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