UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
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 control number. |
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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
VERIZON COMMUNICATIONS INC 1095 AVENUE OF THE AMERICAS NEW YORK, NY 10036 |
 |  X |  |  |
Hanks Acquisition Sub, Inc. ONE VERIZON WAY BASKING RIDGE, NJ 07920 |
 |  X |  |  |
/s/ William L. Horton, Jr., Verizon Communications Inc. By: William L. Horton, Jr., Senior Vice President, Deputy General Counsel and Corporate Secretary | 06/23/2015 | |
**Signature of Reporting Person | Date | |
Hanks Acquisition Sub, Inc. By: /s/ John N. Doherty, President | 06/22/2015 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | This form is a joint filing by Verizon Communications Inc. ("Verizon") and Hanks Acquisition Sub, Inc., a direct wholly owned subsidiary of Verizon ("Acquisition Corp."). |
(2) | Shares of Common Stock, par value $0.01 per share (the "Shares"), of AOL Inc. ("AOL") acquired pursuant to the tender offer effected pursuant to the Agreement and Plan of Merger, dated May 26, 2015 (the "Merger Agreement"), by and among Verizon, Acquisition Corp. and AOL (such tender offer, the "Offer"). |
(3) | Shares were held by Acquisition Corp. As Acquisition Corp. is a direct wholly owned subsidiary of Verizon, Verizon may be deemed to have acquired indirect beneficial ownership of the Shares. |
(4) | Reflects all of the outstanding shares of AOL not tendered in the Offer, which may be deemed to have been acquired by Verizon and Acquisition Corp. pursuant to the consummation of the transactions contemplated by the Merger Agreement. |
 Remarks: Exhibit 99.1 Joint Filer Information, incorporated herein by reference. |