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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol NTELOS HOLDINGS CORP. [ NTLS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/06/2016 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 05/06/2016 | M | 4,422 | A | $0 | 113,633 | D | |||
| Common Stock, Par Value $0.01 Per Share | 05/06/2016 | M | 1,177 | A | $0 | 114,810 | D | |||
| Common Stock, Par Value $0.01 Per Share | 05/06/2016 | D | 114,810 | D | $9.25 | 0 | D | |||
| Common Stock, Par Value $0.01 Per Share | 05/06/2016 | D | 4,408 | D | $9.25 | 0 | I | By 401(k) Plan | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Phantom Shares | (1) | 05/06/2016 | M | 4,422 | (1) | 02/28/2019 | Common Stock | 4,422 | $0 | 0 | D | ||||
| Performance Stock Units | (2) | 05/06/2016 | A | 899 | (2) | 12/31/2016 | Common Stock | 899 | $0 | 1,177 | D | ||||
| Performance Stock Units | (2) | 05/06/2016 | M | 1,177 | (2) | 12/31/2016 | Common Stock | 1,177 | $0 | 0 | D | ||||
| Stock Option (Right to Buy) | $6 | 05/06/2016 | D | 40,698 | (3) | 03/05/2025 | Common Stock | 40,698 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Each Phantom Share is the economic equivalent of one share of Issuer's common stock. The vested Phantom Shares were settled for cash immediately prior to consummation of the merger at the value of the merger consideration, $9.25 per share, pursuant to the Agreement and Plan of Merger, dated as of August 10, 2015 among the Issuer, Shenandoah Telecommunications Company, and Gridiron Merger Sub., Inc. |
| 2. Each earned Performance Stock Unit ("PSU") represents a right to receive a share, including accrued reinvested dividends, of Issuer's common stock upon a final vesting date pursuant to the terms of the award. Immediately prior to consummation of the merger, each earned PSU was settled for cash at the value of the merger consideration, $9.25 per share. |
| 3. This option, which provided for vesting in annual installments of 25% of the total award beginning on March 5, 2016, was cancelled immediately prior to consummation of the merger in exchange for a cash payment of $132,269, resenting the difference between the exercise price of the option and the merger consideration per share of $9.25. |
| /s/ Brian J. O'Neil, attorney-in-fact for Robert L. McAvoy Jr. | 05/06/2016 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||