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Form 4 AES CORP For: Feb 20 Filed by: Mendoza Tish

February 24, 2015 8:32 PM EST
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
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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 *
Mendoza Tish
(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)
Sr. VP & Chief HR Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/20/2015
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 02/20/2015   A   8,915 A (1) 32,419 D  
Common Stock 02/21/2015   F   574 (2) D $ 11.89 31,845 D  
Common Stock 02/23/2015   F   752 (3) D $ 11.86 31,093 D  
Common Stock 02/24/2015   F   664 (4) D $ 11.64 30,429 D  
Common Stock               18,021 (5) I by 401(k)
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) $ 11.89 02/20/2015   A   66,250     (6) 02/20/2025 Common Stock 66,250 $ 0 66,250 D  
Units (7) 02/20/2015   A   1,736     (7)   (7) Common Stock 1,736 $ 11.89 4,094 D  
Explanation of Responses:
1. This Restricted Stock Unit award ("RSU") was granted pursuant to The AES Corporation 2003 Long Term Compensation Plan and will vest in three equal annual installments beginning on February 20, 2016, if certain continuing employment conditions are satisfied. If such conditions are satisfied, each RSU entitles the holder to one share of AES Common Stock for each RSU granted.
2. Reflects tax withholding in connection with the vesting and settlement of one third of the RSUs granted in February 2014.
3. Reflects tax withholding in connection with the vesting and settlement of one third of the RSUs granted in February 2013.
4. Reflects tax withholding in connection with the vesting and settlement of one third of the RSUs granted in February 2012.
5. This includes a 3% (of base salary) discretionary retirement savings award granted pursuant to the AES Retirement Savings Plan (the "Plan") as determined by The AES Corporation Board of Directors on February 20, 2015 subject to IRS contribution limits. The closing stock price on February 20, 2015 was used to determine the number of shares awarded. In the aggregate between January 9, 2015 and February 20, 2015, this reporting person acquired 919 shares of AES Common Stock under the Plan, which are included in this amount. This information is based on a plan statement dated February 20, 2015.
6. This stock option award was granted pursuant to The AES Corporation 2003 Long Term Compensation Plan. This award will vest in three equal annual installments such that one third will vest on February 20, 2016, one third will vest on February 20, 2017 and the remaining third will vest on February 20, 2018.
7. These units were awarded pursuant to the Restoration Supplemental Retirement Plan ("Restoration Plan"). Generally, units under this plan are paid out in cash following termination of employment or later as per the terms of 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.
/s/ Letitia (Tish) D. Mendoza 02/24/2015
** 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.

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