Frank M Drendel Form 4 CommScope Holding / FRANK M DRENDEL 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^*

DRENDEL FRANK M

(Last) (First) (Middle)

C/O COMMSCOPE HOLDING COMPANY, INC.,

1100 COMMSCOPE PLACE, SE

(Street)

HICKORY NC 28602

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CommScope Holding Company, Inc. [ COMM ]

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)
05/15/2019

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	05/15/2019		M(1)		80,800	A	$8.55	2,400,687(2)	D
Common Stock	05/15/2019		S		80,800	D	$18.3456(3)	2,319,887(2)	D
Common Stock								28,350	I	By GRAT
Common Stock								28,350	I	By GRAT
Common Stock								28,350	I	By GRAT
Common Stock								15,750	I	By Family Trust
Common Stock								117,580	I	By Marital Trust

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)	$8.55	05/15/2019		M(1)			80,800	01/14/2011	01/20/2020	Common Stock	80,800	$0.00	330,011	D
Stock Option (Right to Buy)	$18.6	05/15/2019		A		153,750		03/01/2020(4)	05/15/2029	Common Stock	153,750	$0.00	153,750	D

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 1, 2019.

2. As previously reported, includes (a) 3,278 restricted sock units that were granted on 02/27/2017 and will vest on 02/27/2020; (b) 6,492 restricted stock units that were granted on 03/01/2018 and will vest ratably on 03/01/2020 and 03/01/2021; and (c) 3,053 performance share units that were earned on 03/01/2019 and will vest on 03/01/2020, each subject to the reporting person's continued employment with the issuer.

3. The price shown is the weighted average prices of the shares sold in this transaction. The price range for this transaction is $18.13 to $18.54. The reporting person undertakes to provide, upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price for this transaction.

4. Represents options that will vest equally on 03/01/2020, 03/01/2021, 03/01/2022, 03/01/2023 and 03/01/2024, subject of the terms of the award agreement and the reporting person's continued service with the issuer.

Remarks:

	/s/Frank M. Drendel	05/17/2019
	** 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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