SEC FORM 4

SEC Form 4

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^*

Armstrong Timothy M

(Last)

(First)

(Middle)

770 BROADWAY

(Street)

NEW YORK

10003

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AOL Inc. [ AOL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2015

4. 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 Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, Par Value $0.01	02/13/2015		M		76,952	A	⁽¹⁾	1,009,063	D
Common Stock, Par Value $0.01	02/13/2015		F		36,218⁽²⁾	D	$41.78⁽³⁾	972,845	D
Common Stock, Par Value $0.01								514,300	I	By Armstrong Family Investment LLC⁽⁴⁾
Common Stock, Par Value $0.01								194,857	I	By Polar Capital Group, LLC⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Rights	⁽¹⁾	02/13/2015		A		38,476		⁽¹⁾	⁽¹⁾	Common Stock, Par Value $0.01	38,476	$0	76,952	D
Performance Rights	⁽¹⁾	02/13/2015		M			76,952	⁽¹⁾	⁽¹⁾	Common Stock, Par Value $0.01	76,952	⁽¹⁾	0	D
Stock Option (Right to Buy)	$41.78	02/13/2015		A		66,666⁽⁶⁾		⁽⁷⁾	02/12/2025	Common Stock, Par Value $0.01	66,666	$0	66,666	D
Performance Rights	⁽⁸⁾	02/13/2015		A		23,934⁽⁸⁾		⁽⁹⁾	⁽⁹⁾	Common Stock, Par Value $0.01	23,934	$0	23,934	D

Explanation of Responses:

1. On February 13, 2015, 76,952 performance rights (Total Shareholder Return PSUs) granted pursuant to the AOL Inc. 2010 Stock Incentive Plan (the "Plan") vested. The performance rights previously reported on June 19, 2012 represented the shares to be earned at target (100%) performance. Actual performance rights earned could range from 0 to 200% of the number of performance rights granted. Based on performance, 200% of the performance rights have been earned. Therefore an additional 38,476 shares have been earned and all 76,952 shares have vested.

2. On February 13, 2015, 76,952 performance rights granted to the Reporting Person vested. In this regard, the Reporting Person received 40,734 shares of AOL Inc. (the "Company") stock and 36,218 shares were withheld automatically in accordance with the Reporting Person's Performance Share Agreement with the Company in order to satisfy the tax liability that arose upon vesting of the performance rights. NO SHARES WERE SOLD.

3. Reflects the closing price of the shares on February 13, 2015.

4. Armstrong Family Investment LLC is a limited liability company owned solely by the reporting person and his immediate family.

5. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

6. Represents stock options granted pursuant to the Plan.

7. The shares subject to the stock option vest and become exercisable over a four-year period. Subject to the Reporting Person's continuous employment on each vesting date, one quarter of the shares subject to the option will vest and become exercisable on February 13, 2016 and the remaining shares subject to the stock option will vest and become exercisable on a pro rata monthly basis for the 36 month period thereafter.

8. Represents performance rights granted pursuant to the Plan.

9. Each performance right represents a contingent right to receive one share of the Company common stock. The vesting of the performance rights is based on the relative Total Shareholder Return ("TSR") of the Company as compared to the TSR of each of the companies in the Company's peer group over the period beginning January 1, 2015 and ending December 31, 2017 and subject to the Reporting Person's continuous employment through the vesting date. Performance rights granted represents the target shares and actual performance rights earned could be anywhere from 0 to 200% of the number of performance rights granted. The performance rights expire upon payout, if any, of the award.

	/s/ Damien Atkins as authorized signatory for Timothy M. Armstrong	02/18/2015
	** 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).
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