EarthLink (ELNK) Form 4 EarthLink / John T Dobbins 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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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^*

Dobbins John T

(Last) (First) (Middle)

1170 PEACHTREE STREET, SUITE 900

(Street)

ATLANTA GA 30309

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EarthLink Holdings Corp. [ ELNK ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Network Services

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2016

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(1)	02/18/2016		M		32,436	A	(1)	39,619	D
Common Stock(2)	02/18/2016		F		12,040	D	(2)	27,579	D
Common Stock(1)	02/19/2016		M		14,982	A	(1)	42,561	D
Common Stock(2)	02/19/2016		F		5,561	D	(2)	37,000	D
Common Stock(1)	02/20/2016		M		7,220	A	(1)	44,220	D
Common Stock(2)	02/20/2016		F		2,680	D	(2)	41,540	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
Restricted Stock Units(3)	(3)	02/18/2016		A		89,820		02/18/2017	02/18/2026	Common Stock	89,820	(3)	270,962	D
Restricted Stock Units(4)	(4)	02/18/2016		A		32,436		02/18/2016	02/18/2016	Common Stock	32,436	(4)	303,398	D
Restricted Stock Units(1)	(1)	02/18/2016		M			32,436	02/18/2016	02/18/2026	Common Stock	32,436	(1)	270,962	D
Restricted Stock Units(1)	(1)	02/19/2016		M			14,982	02/19/2016	02/19/2025	Common Stock	14,982	(1)	255,980	D
Restricted Stock Units(1)	(1)	02/20/2016		M			7,220	02/20/2016	02/20/2025	Common Stock	7,220	(1)	248,760	D

Explanation of Responses:

1. Vested Restricted Stock Units were converted and distributed to the Reporting Person, without payment, in shares of Common Stock on a unit-for-share basis.

2. Shares deemed surrendered in payment of tax liability resulting from vesting of Restricted Stock Units.

3. The Restricted Stock Units were acquired under the Company's 2011 Equity and Cash Incentive Plan. 50% of the Restricted Stock Units are performance-based and 50% are service-based. The performance-based Restricted Stock Units will be earned depending on the level of successful completion during 2016 of certain Company performance objectives, with full vesting of Restricted Stock Units earned on the third anniversary of the grant date. The service-based Restricted Stock Units vest ratably on the first, second and third anniversaries of the grant date.

4. The Restricted Stock Units were acquired under the Company's 2011 Equity and Cash Incentive Plan and issued pursuant to the 2015 Executive Save Sharing Plan, which was established for members of the Company's access management department. In February 2016, Mr. Dobbins earned a bonus of $325,000 pursuant to the 2015 Executive Save Sharing Plan, which was paid 50% in cash and 50% in Restricted Stock Units that vested immediately. The vested Restricted Stock Units were converted and distributed to the Reporting Person, without payment, in shares of Common Stock on a unit-for-share basis.

	/s/ John T. Dobbins	02/22/2016
	** Signature of Reporting Person	Date
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