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)
06/23/2015
3. Issuer Name and Ticker or Trading Symbol
AOL Inc. [AOL]
(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 $0.01 per share (1) (2) 78,714,844
I (3)
See Footnote (4)

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    
Hanks Acquisition Sub, Inc.
ONE VERIZON WAY
BASKING RIDGE, NJ 07920
    X    

Signatures

/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

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 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.

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