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* Rosenthal Donald (Last) (First) (Middle) 22000 AOL WAY (Street) DULLES VA 20166 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/08/2013	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) SVP & CEO AOL Membership Group	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, Par Value $0.01	13,852(1)	D
Common Stock, Par Value $0.01	3,985(2)	D
Common Stock, Par Value $0.01	3,724(3)	D
Common Stock, Par Value $0.01	1,633(4)	D
Common Stock, Par Value $0.01	1,000(5)	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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	08/01/2013(6)	07/31/2023	Common Stock, Par Value $0.01	16,866(7)	$37.9	D
Stock Option (Right to Buy)	02/15/2013(8)	02/14/2023	Common Stock, Par Value $0.01	5,129(7)	$39.52	D
Stock Option (Right to Buy)	02/15/2012(9)	02/14/2022	Common Stock, Par Value $0.01	6,672(7)	$16.26	D
Stock Option (Right to Buy)	02/04/2011(10)	02/03/2021	Common Stock, Par Value $0.01	9,531(7)	$19	D
Stock Option (Right to Buy)	07/01/2010(11)	06/30/2020	Common Stock, Par Value $0.01	9,386(7)	$17.59	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"). Subject to the Reporting Person's continuous employment on each vesting date, this award of restricted stock units will vest over three years such that one third of the restricted stock units will vest on August 1, 2014, and the remaining two thirds will vest in two equal installments on August 1, 2015 and August 1, 2016. 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. Subject to the Reporting Person's continuous employment on each vesting date, this award of restricted stock units will vest over three years such that one third of the restricted stock units will vest on February 15, 2014, and the remaining two thirds 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.

3. Represents restricted stock units granted pursuant to the Plan. Subject to the Reporting Person's continuous employment on each vesting date, this award of restricted stock units will vest over three years such that one third of the restricted stock units vested on February 15, 2013, and the remaining two thirds will vest in two equal installments on February 15, 2014 and February 15, 2015. This award of restricted stock units will be paid in stock to the Reporting Person within sixty days of vesting. On February 15, 2013, 1,867 restricted stock units previously granted to the Reporting Person vested. In this regard, the Reporting Person received 1,249 shares of Company common stock ("shares") and 618 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. The Reporting Person subsequently sold an aggregate of 1,249 shares.

4. Represents restricted stock units granted pursuant to the Plan. Subject to the Reporting Person's continuous employment on each vesting date, 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, 1,633 restricted stock units previously granted to the Reporting Person vested. In this regard, the Reporting Person received 1,092 shares, and 541 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. The Reporting Person subsequently sold an aggregate of 1,092 shares.

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 July 1, 2012, and the remaining one half have vested or will vest in two equal installments on July 1, 2013 and July 1, 2014. This award of restricted stock units will be paid in stock to the Reporting Person within sixty days of vesting. On July 1, 2012, 2,000 restricted stock units previously granted to the Reporting Person vested. In this regard, the Reporting Person received 1,356 shares, and 644 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. On July 1, 2013, 1,000 restricted stock units previously granted to the Reporting Person vested. In this regard, the Reporting Person received 669 shares, and 331 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. The Reporting Person subsequently sold an aggregate of 2,025 shares.

6. The option becomes exercisable over a three year period. Subject to the Reporting Person's continuous employment on each vesting date, one third of the shares subject to the option will vest and become exercisable on August 1, 2014, and the remaining shares subject to the option will vest and become exercisable on a pro rata monthly basis for the 24 month period thereafter.

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

8. The option becomes exercisable over a three year period. Subject to the Reporting Person's continuous employment on each vesting date, one third 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 24 month period thereafter.

9. The option becomes exercisable over a three year period. One third 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 have vested and become exercisable or will vest and become exercisable on a pro rata monthly basis for the 24 month period thereafter.

10. 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 become exercisable or will vest and become exercisable on a pro rata monthly basis for the 36 month period thereafter. On February 4, 2011, the Reporting Person received a grant of an option to purchase 13,862 shares. The Reporting Person subsequently exercised and sold an aggregate of 4,331 shares of common stock.

11. The option becomes exercisable over a four year period. One quarter of the shares subject to the option vested and became exercisable on July 1, 2011 and subject to the Reporting Person's continuous employment on each vesting date, the remaining shares subject to the option have vested and become exercisable or will vest and become exercisable on a pro rata monthly basis for the 36 month period thereafter. On July 1, 2010, the Reporting Person received a grant of an option to purchase 17,327 shares. The Reporting Person subsequently exercised and sold an aggregate of 7,941 shares of common stock.

Remarks:

Exhibit List Exhibit 99 - Confirming Statement

	/s/ Uche Ndumele as authorized signatory for Donald Rosenthal	08/19/2013
	** 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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