AES CORP — Director's Dealing 2016

Feb 24, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AES CORP (AES)
CIK: 0000874761
Period of Report: 2016-02-19

Reporting Person: O'Flynn Thomas M. (EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-19	Common Stock	A	31409	—	Acquired	239674	Direct
2016-02-19	Common Stock	F	10397	$9.41	Disposed	229277	Direct
2016-02-19	Common Stock	F	2452	$9.41	Disposed	226825	Direct
2016-02-19	Common Stock	F	3712	$9.41	Disposed	223113	Direct
2016-02-19	Common Stock	A	47179	—	Acquired	270292	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-19	Units	$	A	5053	Acquired		Common Stock (5053)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7584	Indirect

Footnotes

F1: This Performance Stock Unit ("PSU") was granted on February 15, 2013 pursuant to The AES Corporation 2003 Long Term Compensation Plan. After the prescribed three year vesting period, the AES Board of Directors approved the performance value for the grant. Each earned PSU entitles the holder to one share of AES Common Stock.

F2: Reflects tax withholding in connection with the vesting and settlement of earned PSUs granted in February 2013.

F3: Reflects tax withholding in connection with the vesting and settlement of one third of the Restricted Stock Units ("RSUs") granted in February 2014.

F4: Reflects tax withholding in connection with the vesting and settlement of one third of RSUs granted in February 2015.

F5: This RSU award was granted pursuant to The AES Corporation 2003 Long Term Compensation Plan and will vest in three equal annual installments beginning on February 19, 2017, if certain continuing employment conditions are satisfied. If such conditions are satisfied, each RSU entitles the holder to one share of AES Common Stock.

F6: Since the last Form 4 filing on February 17, 2016, the reporting person acquired 84 shares of AES Common Stock under The AES Corporation Retirement Savings Plan. This information is based on a plan statement dated February 19, 2016.

F7: These units were awarded pursuant to the Restoration Supplemental Retirement Plan ("Restoration Plan"). Generally, units under the Restoration Plan are paid out in cash following termination of employment or later per the Restoration Plan document. Each unit represents a hypothetical AES investment equal to one share of AES Common Stock, and units under the Restoration Plan are 100% vested upon award.