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^*

BROWN CURTIS

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2013

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 per share	02/15/2013		F		1,209⁽¹⁾	D	$39.52⁽²⁾	26,832	D
Common Stock, par value $0.01 per share	02/15/2013		A		6,958⁽³⁾	A	⁽³⁾	33,790	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)
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)
Stock Option (right to buy)	$39.52	02/15/2013		A		19,489⁽⁴⁾		⁽⁵⁾	02/14/2023	Common Stock, par value $0.01	19,489	$0	19,489	D
Performance Rights	⁽⁶⁾	02/15/2013		A		6,958⁽⁶⁾		⁽⁷⁾	⁽⁷⁾	Common Stock, par value $0.01	6,958	$0	6,958	D

Explanation of Responses:

1. On February 15, 2013, 3,267 restricted stock units previously granted to the Reporting Person vested. In this regard, the Reporting Person received 2,058 shares of AOL Inc. common stock ("shares") and 1,209 shares were withheld automatically in accordance with the reporting person's Restricted Stock Units Agreement with AOL Inc. in order to satisfy the tax liability that arose upon vesting of the restricted stock units. The 9,783 restricted stock units previously reported on the Form 3 filed on October 3, 2012 vest as follows rather than as previously reported: This award of restricted stock units will vest over three years such that one third of the restricted stock units will vest on February 15, 2013, and the remaining two thirds will vest in two equal installments on February 15, 2014 and February 15, 2015.

2. Reflects the closing price of the shares on February 15, 2013.

3. Represents restricted stock units granted pursuant to the AOL Inc. 2010 Stock Incentive Plan (the "Plan"). This award of restricted stock units will vest over four years such that one half of the restricted stock units will vest on February 15, 2015, and the remaining one half will vest in two equal installments on February 15, 2016 and February 15, 2017. This award of restricted stock units will be paid in stock to the Reporting Person within sixty days of vesting.

4. Represents stock options granted pursuant to the Plan.

5. The option becomes exercisable over a four-year period subject to the Reporting Person's continuous employment on each vesting date. 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 15, 2014 and the remaining shares subject to the option will vest and become exercisable on a pro rated monthly basis for the next 36 months.

6. Represents performance rights granted pursuant to the Plan.

7. Each performance right represents a contingent right to receive one share of common stock of AOL Inc. (the "Company"). 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, 2013 and ending December 31, 2015 (the "Performance Period") 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/ Uche Ndumele as authorized signatory for Curtis Brown	02/20/2013
	** 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).
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