4//SEC Filing
AOL Inc. 4
Accession 0001127602-15-021409
CIK 0001468516operating
Filed
Jun 24, 8:00 PM ET
Accepted
Jun 25, 7:46 PM ET
Size
15.9 KB
Accession
0001127602-15-021409
Insider Transaction Report
Form 4
AOL Inc.AOL
Pence William Edward IV
EVP & Chief Technology Officer
Transactions
- Disposition to Issuer
Common Stock, Par Value $0.01
2015-06-23$50.00/sh−22,070$1,103,500→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2015-06-23$8.22/sh−23,894$196,409→ 0 totalExercise: $41.78Exp: 2025-02-12→ Common Stock, Par Value $0.01 (23,894 underlying) - Disposition to Issuer
Performance Rights
2015-06-23$50.00/sh−7,978$398,900→ 0 total→ Common Stock, Par Value $0.01 (7,978 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2015-06-23$13.72/sh−44,665$612,804→ 0 totalExercise: $36.28Exp: 2024-05-29→ Common Stock, Par Value $0.01 (44,665 underlying) - Disposition to Issuer
Performance Rights
2015-06-23$50.00/sh−16,078$803,900→ 0 total→ Common Stock, Par Value $0.01 (16,078 underlying)
Footnotes (4)
- [F1]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.
- [F2]Pursuant to 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.
- [F3]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 11,124 performance stock units.
- [F4]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 12,398 performance stock units.
Documents
Issuer
AOL Inc.
CIK 0001468516
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001468516
Filing Metadata
- Form type
- 4
- Filed
- Jun 24, 8:00 PM ET
- Accepted
- Jun 25, 7:46 PM ET
- Size
- 15.9 KB