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Form 4 AOL Inc. For: Feb 13 Filed by: DYKSTRA KAREN E

February 18, 2015 6:10 PM EST
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 *
DYKSTRA KAREN E

(Last) (First) (Middle)
770 BROADWAY

(Street)
NEW YORK NY 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, CFAO
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)
Code V Amount (A) or (D) Price
Common Stock, Par Value $0.01 02/13/2015   A   7,978 (1) A $ 0 (1) 72,252 D  
Common Stock, Par Value $0.01 02/13/2015   F   2,338 (2) D $ 41.78 (3) 69,914 D  
Common Stock, Par Value $0.01 02/13/2015   F   1,608 (4) D $ 41.78 (3) 68,306 D  
Common Stock, Par Value $0.01 02/13/2015   M   32,974 A (5) 101,280 D  
Common Stock, Par Value $0.01 02/13/2015   F   13,565 (6) D $ 41.78 (3) 87,715 D  
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Rights (5) 02/13/2015   A   16,487     (5)   (5) Common Stock, Par Value $0.01 16,487 $ 0 32,974 D  
Performance Rights (5) 02/13/2015   M     32,974   (5)   (5) Common Stock, Par Value $0.01 32,974 (5) 0 D  
Stock Option (Right to Buy) $ 41.78 02/13/2015   A   23,894 (7)     (8) 02/12/2025 Common Stock, Par Value $0.01 23,894 $ 0 23,894 D  
Performance Rights (9) 02/13/2015   A   7,978 (9)     (10)   (10) Common Stock, Par Value $0.01 7,978 $ 0 7,978 D  
Explanation of Responses:
1. Represents restricted stock units granted pursuant to the AOL Inc. 2010 Stock Incentive Plan, as amended and restated (the "Plan"). This award of restricted stock units will vest over three years such that one third of the restricted stock units will vest on February 13, 2016, and the remaining two thirds will vest in two equal installments on February 13, 2017 and February 13, 2018. This award of restricted stock units will be paid in stock to the Reporting Person within sixty days of vesting.
2. On February 13, 2015, 4,533 restricted stock units granted to the Reporting Person vested. In this regard, the Reporting Person received 2,195 shares of AOL Inc. (the "Company") stock and 2,338 shares were withheld automatically in accordance with the Reporting Person's Restricted Stock Units Agreement with the Company in order to satisfy the tax liability that arose upon vesting of the restricted stock units.
3. Reflects the closing price of the shares on February 13, 2015.
4. On February 13, 2015, 3,118 restricted stock units granted to the Reporting Person vested. In this regard, the Reporting Person received 1,510 shares of the Company stock and 1,608 shares were withheld automatically in accordance with the Reporting Person's Restricted Stock Units Agreement with the Company in order to satisfy the tax liability that arose upon vesting of the restricted stock units.
5. On February 13, 2015, 32,974 performance rights (Total Shareholder Return PSUs) granted pursuant to the the Plan vested. The performance rights previously reported on October 3, 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 16,487 shares have been earned and all 32,974 shares vested.
6. On February 13, 2015, 32,974 performance rights granted to the Reporting Person vested. In this regard, the Reporting Person received 19,409 shares of the Company stock and 13,565 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.
7. Represents stock options granted pursuant to the Plan.
8. The shares subject to the stock option vest and become exercisable over a three-year period. Subject to the Reporting Person's continuous employment on each vesting date, one third 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 24 month period thereafter.
9. Represents performance rights granted pursuant to the Plan.
10. 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.
Marie Amerasinghe as authorized signatory for Karen E. Dykstra 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).
** 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.


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