Consolidated Communications (CNSL) Form 4 Consolidated Communications / RICHARD ANTHONY LUMPKIN 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^*

LUMPKIN RICHARD ANTHONY

(Last) (First) (Middle)

121 SOUTH 17TH STREET

(Street)

MATTOON IL 61938-3987

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Consolidated Communications Holdings, Inc. [ CNSL ]

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)
02/27/2019

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, par value $0.01 per share	02/27/2019		A		11,797(1)	A	$0	35,078	D
Common Stock, par value $0.01 per share								106,153	I	By Benjamin I. Lumpkin 2012 Irrevocable Trust
Common Stock, par value $0.01 per share								309,674	I	By Benjamin I. Lumpkin 2017 Dynasty Trust(2)
Common Stock, par value $0.01 per share								277,417	I	By Elizabeth L. Celio 2017 Dynasty Trust(3)
Common Stock, par value $0.01 per share								3,500	I	By Wife
Common Stock, par value $0.01per share								493,454	I	By Living Trust FBO Richard A. Lumpkin

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

Explanation of Responses:

1. Shares represent an award under the Long Term Incentive Plan. The shares will vest in full on December 5, 2019

2. Mr. Lumpkin is the trustee of the Benjamin I. Lumpkin 2017 Dynasty Trust. The Benjamin I. Lumpkin 2017 Dynasty Trust was established by Mr. Lumpkin's son, Benjamin I. Lumpkin ("Benjamin"). The beneficiaries of the Benjamin I. Lumpkin 2017 Dynasty Trust are the descendants of Benjamin's parents (other than Benjamin). The Benjamin I. Lumpkin 2017 Dynasty Trust received all of its shares in Consolidated Communications Holdings, Inc. from the Benjamin I. Lumpkin 2008 Dynasty Trust, which has now terminated.

3. . Mr. Lumpkin is the trustee of the Elizabeth L. Celio 2017 Dynasty Trust. The Elizabeth L. Celio 2017 Dynasty Trust was established by Mr. Lumpkin's daughter, Elizabeth L. Celio ("Elizabeth"). The beneficiaries of the Elizabeth L. Celio 2017 Dynasty Trust are the descendants of Elizabeth's parents (other than Elizabeth). The Elizabeth L. Celio 2017 Dynasty Trust received all of its shares in Consolidated Communications Holdings, Inc. from the Elizabeth L. Celio 2008 Dynasty Trust, which has now terminated.

	/s/ Marcia K. Hussong, Power of Attorney	03/04/2019
	** 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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