EarthLink (ELNK) Form 4 EarthLink / Joseph F Eazor 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^*

Eazor Joseph F

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2017

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(1)	02/18/2017		M		83,167	A	(1)	423,074	D
Common Stock(2)	02/18/2017		F		34,888	D	(2)	388,186	D
Common Stock(1)	02/19/2017		M		89,887	A	(1)	478,073	D
Common Stock(2)	02/19/2017		F		37,707	D	(2)	440,366	D
Common Stock(1)	02/20/2017		M		353,343	A	(1)	793,709	D
Common Stock(2)	02/20/2017		F		148,226	D	(2)	645,483	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(1)	(1)	02/18/2017		M			83,167	02/18/2017	02/18/2026	Common Stock	83,167	(1)	1,518,616(3)	D
Restricetd Stock Units(1)	(1)	02/19/2017		M			89,887	02/19/2017	02/19/2025	Common Stock	89,887	(1)	1,428,729(4)	D
Restricted Stock Units(1)	(1)	02/20/2017		M			353,343	02/20/2017	02/20/2024	Common Stock	353,343	(1)	1,075,386(5)	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. Includes options to purchase 300,000 shares of common stock and 1,218,616 Restricted Stock Units.

4. Includes options to purchase 300,000 shares of common stock and 1,128,729 Restricted Stock Units.

5. Includes options to purchase 300,000 shares of common stock and 775,386 Restricted Stock Units.

	/s/ Joseph F. Eazor	02/21/2017
	** 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).
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