0001127602-15-021411.txt : 20150625 0001127602-15-021411.hdr.sgml : 20150625 20150625194817 ACCESSION NUMBER: 0001127602-15-021411 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150623 FILED AS OF DATE: 20150625 DATE AS OF CHANGE: 20150625 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AOL Inc. CENTRAL INDEX KEY: 0001468516 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 204268793 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 770 BROADWAY STREET 2: 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 BUSINESS PHONE: 703-265-1000 MAIL ADDRESS: STREET 1: 22000 AOL WAY CITY: DULLES STATE: VA ZIP: 20166 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rosenthal Donald CENTRAL INDEX KEY: 0001584517 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34419 FILM NUMBER: 15952966 MAIL ADDRESS: STREET 1: 22070 BRODERICK DRIVE CITY: DULLES STATE: VA ZIP: 20166 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2015-06-23 1 0001468516 AOL Inc. AOL 0001584517 Rosenthal Donald 22000 AOL WAY DULLES VA 20166 1 SVP & CEO AOL Membership Group Common Stock, Par Value $0.01 2015-06-23 4 D 0 34107 50.00 D 0 D Performance Rights 2015-06-23 4 D 0 4481 50.00 D Common Stock, Par Value $0.01 4481 0 D Performance Rights 2015-06-23 4 D 0 4786 50.00 D Common Stock, Par Value $0.01 4786 0 D Stock Option (Right to Buy) 19.00 2015-06-23 4 D 0 1755 31.00 D 2021-02-03 Common Stock, Par Value $0.01 1755 0 D Stock Option (Right to Buy) 16.26 2015-06-23 4 D 0 1131 33.74 D 2022-02-14 Common Stock, Par Value $0.01 1131 0 D Stock Option (Right to Buy) 44.63 2015-06-23 4 D 0 12626 5.37 D 2024-02-13 Common Stock, Par Value $0.01 12626 0 D Stock Option (Right to Buy) 39.52 2015-06-23 4 D 0 5129 10.48 D 2023-02-14 Common Stock, Par Value $0.01 5129 0 D Stock Option (Right to Buy) 37.90 2015-06-23 4 D 0 16866 12.10 D 2023-07-31 Common Stock, Par Value $0.01 16866 0 D Stock Option (Right to Buy) 41.78 2015-06-23 4 D 0 14336 8.22 D 2025-02-12 Common Stock, Par Value $0.01 14336 0 D On May 12, 2015, AOL Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Verizon Communications Inc. ("Verizon") and Hanks Acquisition Sub, Inc. ("Acquisition Sub"), a wholly owned subsidiary of Verizon, pursuant to which Verizon acquired the Company in a merger (the "Merger") that became effective on June 23, 2015. Pursuant to the Merger Agreement, all shares of Company common stock outstanding immediately prior to the effective time of the Merger (the "Effective Time"), were canceled and converted automatically into the right to receive a cash payment equal to $50.00. The number represents shares of Company common stock issued upon the settlement of restricted stock units and/or vested performance stock units. Pursuant to the Merger Agreement, each Company performance stock unit (based on total shareholder return performance) outstanding immediately prior to the Effective Time, whether vested or unvested, was canceled and converted automatically into the right to receive a cash payment equal to $50.00 in accordance with the original vesting schedule applicable to such unit. The performance stock units are reported at 100% of target for the performance period 1/1/14 to 12/31/16. However, pursuant to the terms of the applicable award and the Merger Agreement, based on the valuation of the performance stock units as of June 23, 2015, 69.19% of target have been awarded, representing 3,100 performance stock units. Pursuant to the Merger Agreement, each Company performance stock unit (based on total shareholder return performance) outstanding immediately prior to the Effective Time, whether vested or unvested, was canceled and converted automatically into the right to receive a cash payment equal to $50.00 in accordance with the original vesting schedule applicable to such unit. The performance stock units are reported at 100% of target for the performance period 1/1/15 to 12/31/17. However, pursuant to the terms of the applicable award and the Merger Agreement, based on the valuation of the performance stock units as of June 23, 2015, 155.40% of target have been awarded, representing 7,437 performance stock units. Pursuant to and the Merger Agreement, each Company stock option outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested, was canceled and converted automatically into the right to receive a cash payment with respect thereto equal to the product of (i) the number of shares of Company common stock subject to such Company stock option immediately prior to the Effective Time and (ii) the excess, if any, of $50.00 over the exercise price per share subject to such Company stock option immediately prior to the Effective Time. Company stock options in respect of which the exercise price per share equaled or exceeded $50.00 were cancelled, in accordance with the terms of the applicable equity incentive plan and award agreement, for no consideration as of the Effective Time. /s/ Marie Amerasinghe as authorized signatory for Donald Rosenthal 2015-06-25