FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AES CORP [ AES ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/20/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 02/20/2015 | A | 75,600 | A | (1) | 544,244 | D | |||
Common Stock | 02/20/2015 | F | 38,481(2) | D | $11.89 | 505,763 | D | |||
Common Stock | 02/20/2015 | A | 100,740 | A | (3) | 606,503 | D | |||
Common Stock | 02/21/2015 | F | 12,012(4) | D | $11.89 | 594,491 | D | |||
Common Stock | 02/23/2015 | F | 11,618(5) | D | $11.86 | 582,873 | D | |||
Common Stock | 02/24/2015 | F | 7,508(6) | D | $11.64 | 575,365 | D | |||
Common Stock | 21,367(7) | I | By 401(k) Plan |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $11.89 | 02/20/2015 | A | 748,625 | (8) | 02/20/2025 | Common Stock | 748,625 | $0 | 748,625 | D | ||||
Units | (9) | 02/20/2015 | A | 14,693 | (9) | (9) | Common Stock | 14,693 | $11.89 | 86,217 | D |
Explanation of Responses: |
1. This Performance Stock Unit ("PSU") was granted on February 17, 2012 pursuant to The AES Corporation 2003 Long Term Compensation Plan. After the prescribed three year vesting period, the AES Board of Directors approved the performance value for the grant. Each earned PSU entitles the holder to one share of AES Common Stock. |
2. Reflects tax withholding in connection with the vesting and settlement of earned PSUs granted in February 2012. |
3. This Restricted Stock Unit ("RSU") award was granted pursuant to The AES Corporation 2003 Long Term Compensation Plan and will vest in three equal annual installments beginning on February 20, 2016, if certain continuing employment conditions are satisfied. If such conditions are satisfied, each RSU entitles the holder to one share of AES Common Stock. |
4. Reflects tax withholding in connection with the vesting and settlement of one third of the RSUs granted in February 2014. |
5. Reflects tax withholding in connection with the vesting and settlement of one third of the RSUs granted in February 2013. |
6. Reflects tax withholding in connection with the vesting and settlement of one third of the RSUs granted in February 2012. |
7. This includes a 3% (of base salary) discretionary retirement savings award granted pursuant to the AES Retirement Savings Plan (the "Plan") as determined by The AES Corporation Board of Directors on February 20, 2015 subject to IRS contribution limits. The closing stock price on February 20, 2015 was used to determine the number of shares awarded. In the aggregate between October 2, 2014 and February 20, 2015, this reporting person acquired 1,093 shares of AES Common Stock under the Plan, which are included in this amount. This information is based on a plan statement dated February 20, 2015. |
8. This stock option award was granted pursuant to The AES Corporation 2003 Long Term Compensation Plan. This award will vest in three equal annual installments such that one third will vest on February 20, 2016, one third will vest on February 20, 2017 and the remaining third will vest on February 20, 2018. |
9. These units were awarded pursuant to the Restoration Supplemental Retirement Plan (the "Restoration Plan"). Generally, units under the Restoration Plan shall be paid out in cash following termination of employment or later as per the terms of the Restoration Plan document. Each unit represents a hypothetical AES investment equal to one share of AES Common Stock and units under the Restoration Plan are 100% vested upon award. |
/s/ Andres Ricardo Gluski | 02/24/2015 | |
** 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 4 (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. |