Form 4 Miller Brian A

4 - Statement of changes in beneficial ownership of securities

Published: 2009-02-24 17:15:33
Submitted: 2009-02-24
Period Ending In: 2009-02-20
form4.html PRIMARY DOCUMENT


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SEC FORM 4

SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
miller brian a

(Last) (First) (Middle)
4300 WILSON BOULEVARD

(Street)
ARLINGTON VA 22203

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AES CORP [ AES ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, General Counsel and Secy
3. Date of Earliest Transaction (Month/Day/Year)
02/20/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)
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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 02/20/2009 A 2,742(1) A $6.71 20,584 I By 401(k) Plan
Common Stock 27,676 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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) $6.71 02/20/2009 A 83,056 02/20/2010 02/20/2019 Common Stock 83,056 (2) 83,056 D
Restricted Stock Units (3) 02/20/2009 A 37,258 (3) (3) Common Stock 37,258 $6.71 101,416 D
Restricted Stock Units (4) 02/20/2009 D 13,296 (4) (4) Common Stock 13,296 (4) 88,120 D
Units (5) 02/20/2009 A 7,663 (5) (5) Common Stock 7,663 $6.71 13,701 D
Explanation of Responses:
1. This 8% (of base salary) discretionary retirement savings award was granted pursuant to The AES Retirement Savings Plan (the "Plan") as determined by The AES Corporation Board of Directors on February 20, 2009 subject to applicable IRS contribution limits. The closing stock price on February 20, 2009 was used to determine the number of shares awarded. Between January 5 and February 20, 2009, this reporting person acquired 263 shares of AES Common Stock under the Plan.
2. This stock option award was granted pursuant to The AES Corporation 2003 Long Term Compensation Plan and will vest in three equal annual installments if certain continuing employment conditions are satisfied. If such conditions are satisfied, the first installment becomes exercisable on February 20, 2010 and the next two installments become exercisable on February 20, 2011 and February 20, 2012, respectively.
3. This restricted stock unit award ("RSU") was granted pursuant to The AES Corporation 2003 Long Term Compensation Plan and will vest in three equal installments beginning on February 20, 2010, if certain continuing employment and performance conditions are satisfied. If such conditions are satisfied, each RSU entitles the holder to between 0 and 1.5 shares, based on performance, of AES Common Stock or the cash equivalent, such delivery form decision is at the discretion of The AES Corporation Compensation Committee of the Board of Directors on January 1, 2014 or as soon as administratively practicable thereafter.
4. The Company did not meet the threshold performance conditions for this 2006 RSU award resulting in the forfeiture of the award.
5. These are units awarded pursuant to the Restoration Supplemental Retirement Plan ("Restoration Plan"). Each unit is initially equal to one share of AES Common stock and units under the Restoration Plan are 100% vested upon award.
/s/Brian A. Miller 02/24/2009
** 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 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.
1
form4.xml PRIMARY DOCUMENT
Schema Version:
X0303
Document Type:
4
Period Of Report:
2009-02-20

Issuer

Issuer Cik
0000874761
Issuer Name
AES CORP
Issuer Trading Symbol
AES

Reporting Owner

Reporting Owner Id

Rpt Owner Cik
0001348872
Rpt Owner Name
miller brian a

Reporting Owner Address

Rpt Owner Street1
4300 WILSON BOULEVARD
Rpt Owner City
ARLINGTON
Rpt Owner State
VA
Rpt Owner Zip Code
22203

Reporting Owner Relationship

Is Officer
1
Officer Title
EVP, General Counsel and Secy

Non Derivative Table

Non Derivative Transaction

Security Title
Common Stock
Transaction Date
2009-02-20

Transaction Coding

Transaction Form Type
4
Transaction Code
A
Equity Swap Involved
0

Transaction Amounts

Transaction Shares

Value
2742
@attributes Id
F1
Transaction Price Per Share
6.71
Transaction Acquired Disposed Code
A
Shares Owned Following Transaction
20584

Ownership Nature

Direct Or Indirect Ownership
I
Nature Of Ownership
By 401(k) Plan

Non Derivative Holding

Security Title
Common Stock
Shares Owned Following Transaction
27676
Direct Or Indirect Ownership
D

Derivative Transaction

Security Title
Stock Option (Right to Buy)
Conversion Or Exercise Price
6.71
Transaction Date
2009-02-20

Transaction Coding

Transaction Form Type
4
Transaction Code
A
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
83056
@attributes Id
F2
Transaction Acquired Disposed Code
A
Exercise Date
2010-02-20
Expiration Date
2019-02-20

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
83056
Shares Owned Following Transaction
83056
Direct Or Indirect Ownership
D
Security Title
Restricted Stock Units
@attributes Id
F3
Transaction Date
2009-02-20

Transaction Coding

Transaction Form Type
4
Transaction Code
A
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
37258
Transaction Price Per Share
6.71
Transaction Acquired Disposed Code
A
@attributes Id
F3
@attributes Id
F3

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
37258
Shares Owned Following Transaction
101416
Direct Or Indirect Ownership
D
Security Title
Restricted Stock Units
@attributes Id
F4
Transaction Date
2009-02-20

Transaction Coding

Transaction Form Type
4
Transaction Code
D
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
13296
@attributes Id
F4
Transaction Acquired Disposed Code
D
@attributes Id
F4
@attributes Id
F4

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
13296
Shares Owned Following Transaction
88120
Direct Or Indirect Ownership
D
Security Title
Units
@attributes Id
F5
Transaction Date
2009-02-20

Transaction Coding

Transaction Form Type
4
Transaction Code
A
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
7663
Transaction Price Per Share
6.71
Transaction Acquired Disposed Code
A
@attributes Id
F5
@attributes Id
F5

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
7663
Shares Owned Following Transaction
13701
Direct Or Indirect Ownership
D

Footnote

0
This 8% (of base salary) discretionary retirement savings award was granted pursuant to The AES Retirement Savings Plan (the "Plan") as determined by The AES Corporation Board of Directors on February 20, 2009 subject to applicable IRS contribution limits. The closing stock price on February 20, 2009 was used to determine the number of shares awarded. Between January 5 and February 20, 2009, this reporting person acquired 263 shares of AES Common Stock under the Plan.
1
This stock option award was granted pursuant to The AES Corporation 2003 Long Term Compensation Plan and will vest in three equal annual installments if certain continuing employment conditions are satisfied. If such conditions are satisfied, the first installment becomes exercisable on February 20, 2010 and the next two installments become exercisable on February 20, 2011 and February 20, 2012, respectively.
2
This restricted stock unit award ("RSU") was granted pursuant to The AES Corporation 2003 Long Term Compensation Plan and will vest in three equal installments beginning on February 20, 2010, if certain continuing employment and performance conditions are satisfied. If such conditions are satisfied, each RSU entitles the holder to between 0 and 1.5 shares, based on performance, of AES Common Stock or the cash equivalent, such delivery form decision is at the discretion of The AES Corporation Compensation Committee of the Board of Directors on January 1, 2014 or as soon as administratively practicable thereafter.
3
The Company did not meet the threshold performance conditions for this 2006 RSU award resulting in the forfeiture of the award.
4
These are units awarded pursuant to the Restoration Supplemental Retirement Plan ("Restoration Plan"). Each unit is initially equal to one share of AES Common stock and units under the Restoration Plan are 100% vested upon award.

Owner Signature

Signature Name
/s/Brian A. Miller
Signature Date
2009-02-24
Additional Files
FileSequenceDescriptionTypeSize
0001127602-09-004719.txt   Complete submission text file   15782
$AES

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