SEC FORM 3/A

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Rosenthal Donald

(Last)

(First)

(Middle)

22000 AOL WAY

(Street)

DULLES

20166

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/08/2013

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP & CEO AOL Membership Group

5. If Amendment, Date of Original Filed (Month/Day/Year)
08/19/2013

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, Par Value $0.01	4,973⁽¹⁾⁽²⁾	D
Common Stock, Par Value $0.01	2,725⁽³⁾⁽⁴⁾	D
Common Stock, Par Value $0.01	1,669⁽⁵⁾⁽⁶⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. Represents restricted stock units granted pursuant to the AOL Inc. (the "Company") 2010 Stock Incentive Plan, as amended and restated (the "Plan"). Subject to the Reporting Person's continuous employment on each vesting date, this award of restricted stock units will vest over three years such that one third of the restricted stock units vested on February 15, 2013, and the remaining two thirds will vest in two equal installments on February 15, 2014 and February 15, 2015. This award of restricted stock units will be paid in stock to the Reporting Person within sixty days of vesting. On February 15, 2013, 1,867 restricted stock units previously granted to the Reporting Person vested.

2. (Continued from Footnote 1) In this regard, the Reporting Person received 1,249 shares of Company common stock ("shares") and 618 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. It was erroneously reported on Form 3 that the Reporting Person had subsequently sold an aggregate of 1,249 of the shares.

3. Represents restricted stock units granted pursuant to the Plan. Subject to the Reporting Person's continuous employment on each vesting date, this award of restricted stock units will vest over four years such that one half of the restricted stock units vested on February 4, 2013, and the remaining one half will vest in two equal installments on February 4, 2014 and February 4, 2015. This award of restricted stock units will be paid in stock to the Reporting Person within sixty days of vesting. On February 4, 2013, 1,633 restricted stock units previously granted to the Reporting Person vested.

4. (Continued from Footnote 3) In this regard, the Reporting Person received 1,092 shares, and 541 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. It was erroneously reported on Form 3 that the Reporting Person had subsequently sold an aggregate of 1,092 of the shares.

5. Represents restricted stock units granted pursuant to the Plan. This award of restricted stock units will vest over four years such that one half of the restricted stock units vested on July 1, 2012, and the remaining one half have vested or will vest in two equal installments on July 1, 2013 and July 1, 2014. This award of restricted stock units will be paid in stock to the Reporting Person within sixty days of vesting. On July 1, 2012, 2,000 restricted stock units previously granted to the Reporting Person vested. In this regard, the Reporting Person received 1,356 shares, and 644 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.

6. (Continued from Footnote 5) On July 1, 2013, 1,000 restricted stock units previously granted to the Reporting Person vested. In this regard, the Reporting Person received 669 shares, and 331 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. The Reporting Person subsequently sold an aggregate of 1,356 shares. It was erroneously reported on Form 3 that the Reporting Person had subsequently sold an aggregate of 2,025 shares.

Remarks:

	/s/ Marie Amerasinghe as authorized signatory for Donald Rosenthal	01/23/2015
	** 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 5 (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.