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