Christopher J Wilson Form 4/A CINCINNATI BELL / CHRISTOPHER J WILSON 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^*

WILSON CHRISTOPHER J

(Last) (First) (Middle)

221 EAST FOURTH STREET

(Street)

CINCINNATI OH 45202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CINCINNATI BELL INC [ CBB ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP, General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
01/28/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/01/2016

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								130,000	I	By Trustee of Executive Deferred Compensation Plan
Common Stock(1)	01/28/2016		A		21,768	A	$3.09	71,768	D
Common Stock(2)	01/28/2016		F		8,864	D	$3.09	62,904	D
Common Stock(3)	01/28/2016		A		31,553	A	$3.09	94,457	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
Option to Buy(4)	$4.75	01/28/2016		A		23,878		01/31/2014	01/30/2023	Common Stock	23,878	$0	95,511(5)	D

Explanation of Responses:

1. Common stock issued upon vesting of performance units granted under the 2007 Long Term Incentive Plan, which is a Rule 16b-3 plan.

2. Surrender of common stock to cover tax liabilities upon vesting of performance units.

3. Restricted Stock Units (RSUs) granted under the Cincinnati Bell Inc. 2007 Long Term Incentive Plan which is a Rule 16b-3 Plan. The RSUs vest on the third anniversary of the grant date. Each RSU constitutes the right to receive one share of Cincinnati Bell common stock upon vesting.

4. Option shares granted under the Cincinnati Bell Inc. 2007 Long Term Incentive Plan which is a Rule 16b-3 Plan.

5. On January 30, 2013, the reporting person was granted 95,511 options. The options vest in three installments based on the Company's satisfaction of certain performance criteria for the fiscal years ending December 31, 2013, 2014 and 2015. The performance criteria for 2015 were met, resulting in the vesting of the final 23,878 options.

Remarks:

	Christopher J. Wilson	05/26/2016
	** 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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