Ownership Submission
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, 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  VERIZON COMMUNICATIONS INC
 2. Date of Event Requiring Statement (Month/Day/Year)
10/23/2015		 3. Issuer Name and Ticker or Trading Symbol
Millennial Media Inc. [MM]
(Last)
(First)
(Middle)
1095 AVENUE OF THE AMERICAS		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10036		 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 $0.001 per share (1) (2) 143,069,607
I (3)
See Footnote (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
VERIZON COMMUNICATIONS INC
1095 AVENUE OF THE AMERICAS
NEW YORK, NY 10036		     X    
AOL Inc.
770 BROADWAY
NEW YORK, NY 10003		     X    

Signatures

/s/ William L. Horton Jr., Verizon Communications Inc. By: William L. Horton Jr., Senior Vice President, Deputy General Counsel and Corporate Secretary 10/26/2015
**Signature of Reporting Person Date
/s/ Julie M. Jacobs, AOL Inc., By: Julie M. Jacobs, Executive Vice President, General Counsel and Corporate Secretary 10/26/2015
**Signature of Reporting Person Date

Explanation of Responses:

* 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 AOL Inc., a direct wholly owned subsidiary of Verizon ("AOL").
(2) Includes shares of Common Stock, par value $0.001 per share (the "Shares"), of Millennial Media, Inc. ("Millennial") acquired pursuant to the tender offer effected pursuant to the Agreement and Plan of Merger, dated September 3, 2015 (the "Merger Agreement"), by and among AOL, Mars Acquisition Sub, Inc., a direct wholly owned subsidiary of AOL ("Acquisition Corp."), and Millennial (such tender offer, the "Offer"). Also includes all of the outstanding Shares not tendered in the Offer, which may be deemed to have been acquired by Verizon and AOL pursuant to the consummation of the transactions contemplated by the Merger Agreement.
(3) As Acquisition Corp. was a direct wholly owned subsidiary of AOL, and AOL is a direct wholly owned subsidiary of Verizon, each of AOL and Verizon may be deemed to have acquired indirect beneficial ownership of the Shares.
 
Remarks:
Exhibit 99.1 Joint Filer Information, incorporated herein by reference.

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