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^*

Sweet Lara

(Last)

(First)

(Middle)

22000 AOL WAY

(Street)

DULLES

20166

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/04/2014

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, Controller and CAO

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	2,067⁽¹⁾	D
Common Stock, Par Value $0.01	3,024⁽²⁾	D
Common Stock, Par Value $0.01	1,209⁽³⁾	D
Common Stock, Par Value $0.01	869⁽⁴⁾	D
Common Stock, Par Value $0.01	205⁽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)
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)
Stock Option (Right to Buy)	⁽⁶⁾	02/14/2023	Common Stock, Par Value $0.01	2,336⁽⁷⁾	$39.52	D
Stock Option (Right to Buy)	⁽⁸⁾	02/14/2022	Common Stock, Par Value $0.01	875⁽⁷⁾	$16.26	D
Stock Option (Right to Buy)	⁽⁹⁾	02/03/2021	Common Stock, Par Value $0.01	669⁽⁷⁾	$19	D

Explanation of Responses:

1. Represents restricted stock units granted pursuant to the AOL Inc. 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 May 30, 2015, and the remaining two thirds will vest in two substantially equal installments on May 30, 2016 and May 30, 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. 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 14, 2015, and the remaining two thirds will vest in two substantially equal installments on February 14, 2016 and February 14, 2017. 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, 2014, and the remaining two-thirds will vest in two substantially 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. On February 15, 2014, 606 restricted stock units previously granted to the Reporting Person vested. In this regard, the Reporting Person received 373 shares of Company common stock ("shares") and 233 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 373 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 three years such that one third of the restricted stock units vested on February 15, 2013, one third of the restricted stock units vested on February 15, 2014 and the remaining one-third will vest on 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, 871 restricted stock units previously granted to the Reporting Person vested. In this regard, the Reporting Person received 590 shares and 281 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 February 15, 2014, 869 restricted stock units previously granted to the Reporting Person vested. In this regard, the Reporting Person received 535 shares and 334 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 1,125 shares.

5. 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, one quarter of the restricted stock units vested on February 4, 2014 and the remaining one quarter will vest on 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, 408 restricted stock units previously granted to the Reporting Person vested. In this regard, the Reporting Person received 251 shares and 157 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 February 4, 2014, 204 restricted stock units previously granted to the Reporting Person vested. In this regard, the Reporting Person received 125 shares and 79 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 376 shares.

6. 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, 2014, and subject to the Reporting Person's continuous employment on each vesting date, the remaining shares subject to the option have vested or will vest and become exercisable on a pro rata monthly basis for the 24 month period thereafter. On February 15, 2013, the Reporting Person received a grant of an option to purchase 2,336 shares. The Reporting Person has not exercised and sold any of such shares.

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

8. 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 or will vest and become exercisable on a pro rata monthly basis for the 24 month period thereafter. On February 15, 2012, the Reporting Person received a grant of an option to purchase 3,113 shares. The Reporting Person subsequently exercised and sold an aggregate of 2,238 shares.

9. 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 3,465 shares. The Reporting Person subsequently exercised and sold an aggregate of 2,796 shares.

Remarks:

Exhibit List Exhibit 99 - Confirming Statement

	Marie Amerasinghe as authorized signatory for Lara Sweet	11/14/2014
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.