Treadwell David L Form 4 FAIRPOINT COMMUNICATIONS / DAVID L TREADWELL ownership change

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

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X

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^*

TREADWELL DAVID L

(Last) (First) (Middle)

C/O FAIRPOINT COMMUNICATIONS, INC.

521 E. MOREHEAD STREET, SUITE 500

(Street)

CHARLOTTE NC 28202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FAIRPOINT COMMUNICATIONS INC [ FRP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/03/2017

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, par value $0.01 per share	07/03/2017		D		76,155	D	(1)	0	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 Options	$9.36	07/03/2017		D			7,576	(2)	01/22/2023	Common Stock	7,576	(2)	0	D
Stock Options	$13.29	07/03/2017		D			6,491	(3)	01/22/2024	Common Stock	6,491	(3)	0	D
Stock Options	$14.73	07/03/2017		D			5,549	(4)	01/22/2025	Common Stock	5,549	(4)	0	D
Stock Options	$14.61	07/03/2017		D			6,025	(5)	01/22/2026	Common Stock	6,025	(5)	0	D

Explanation of Responses:

1. Disposed of pursuant to an agreement and plan of merger among FairPoint Communications, Inc., Consolidated Communications Holdings, Inc. ("Consolidated") and Falcon Merger Sub, Inc. in exchange for 55,593 shares of Consolidated common stock having a market value of $21.47 per share on the last complete trading day prior to the effective date of the merger.

2. This option, which provided for vesting in of all these options on January 22, 2014, was automatically canceled in exchange for the right to receive 2,227 shares (net of shares surrendered for the payment of taxes) of Consolidated common stock (after taking into account the exercise price) having a market value of $21.47 per share on the last complete trading day prior to the effective date of the merger.

3. This option, which provided for vesting in of all these options on January 22, 2015, was automatically canceled in exchange for the right to receive 719 shares (net of shares surrendered for the payment of taxes) of Consolidated common stock (after taking into account the exercise price) having a market value of $21.47 per share on the last complete trading day prior to the effective date of the merger.

4. This option, which provided for vesting in of all these options on January 22, 2016, was automatically canceled in exchange for the right to receive 243 shares (net of shares surrendered for the payment of taxes) of Consolidated common stock (after taking into account the exercise price) having a market value of $21.47 per share on the last complete trading day prior to the effective date of the merger.

5. This option, which provided for vesting in of all these options on January 23, 2017, was automatically canceled in exchange for the right to receive 299 shares (net of shares surrendered for the payment of taxes) of Consolidated common stock (after taking into account the exercise price) having a market value of $21.47 per share on the last complete trading day prior to the effective date of the merger.

	/s/ Garrett Van Osdell, Power of Attorney	07/06/2017
	** Signature of Reporting Person	Date
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