Sec Form 4 Filing - Reid-Dodick John @ AOL Inc. - 2013-02-22

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Reid-Dodick John
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 People Officer
(Last) (First) (Middle)
770 BROADWAY
3. Date of Earliest Transaction (MM/DD/YY)
02/22/2013
(Street)
NEW YORK, NY10003
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 per share 02/22/2013 M 20,000 A $ 11.88 61,943 D
Common Stock, par value $0.01 per share 02/22/2013 S( 1 ) 20,000 D $ 37.473 ( 2 ) 41,943 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Stock Option (right to buy) $ 11.88 02/22/2013 M 20,000 ( 3 ) 12/14/2021 Common Stock 20,000 $ 0 120,969 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Reid-Dodick John
770 BROADWAY
NEW YORK, NY10003
EVP & Chief People Officer
Signatures
/s/ Uche Ndumele as authorized signatory for John B. Reid-Dodick 02/26/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 12, 2013.
( 2 )Reflects the weighted average price of the shares of AOL Inc. common stock ("shares") sold in the reported transaction. These shares were sold in multiple transactions at prices ranging from $37.31 to $37.84, inclusive. The Reporting Person undertakes to provide to AOL Inc., any security holder of AOL Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
( 3 )The shares subject to the stock option vest over four years. One quarter of the shares subject to the stock option vested on December 15, 2012 and subject to the Reporting Person's continuous employment on each vesting date, the remaining shares subject to the option will vest and become exercisable on a pro rated monthly basis for the next 36 months.

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.