Wilson James Denson Jr Form 4 ADTRAN / James Denson Wilson Jr 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 James Denson Jr

(Last) (First) (Middle)

901 EXPLORER BLVD

(Street)

HUNTSVILLE AL 35806

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ADTRAN Holdings, Inc. [ ADTN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2022

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	08/11/2022		M		5,271	A	$18.97	137,526.153	D
Common Stock	08/11/2022		D		5,271	D	$24.17	132,255.153	D
Common Stock	08/11/2022		M		6,260	A	$15.33	138,515.153	D
Common Stock	08/11/2022		D		6,260	D	$24.17	132,255.153	D
Common Stock	08/11/2022		M		19,772	A	$18.97	152,027.153	D
Common Stock	08/11/2022		D		19,772	D	$24.18	132,255.153	D
Common Stock	08/11/2022		M		12,522	A	$15.33	144,777.153	D
Common Stock	08/11/2022		D		12,522	D	$24.18	132,255.153	D
Common Stock	08/11/2022		D		3,797	D	$24.29	128,458.153	D
Common Stock								4,117.411	I	401(k) Plan

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
Incentive Stock Option (Right to Buy)	$18.97	08/11/2022		M			5,271	(1)	11/15/2024	Common Stock	5,271	$0	0	D
Incentive Stock Option (Right to Buy)	$15.33	08/11/2022		M			6,260	(1)	11/14/2025	Common Stock	6,260	$0	0	D
Non-Qualified Stock Option (Right to Buy)	$18.97	08/11/2022		M			19,772	(1)	11/15/2024	Common Stock	19,772	$0	0	D
Non-Qualified Stock Option (Right to Buy)	$15.33	08/11/2022		M			12,522	(1)	11/14/2025	Common Stock	12,522	$0	0	D
Phantom Stock	(2)							(2)	(2)	Common Stock	17,196.473		17,196.473	D

Explanation of Responses:

1. The options granted to the reporting person vested in four annual installments beginning on the anniversary of the date of grant and were fully vested prior to the Effective Time.

2. Represents shares of phantom stock of the Issuer that have been acquired through the automatic reinvestment of dividends paid on the Issuer's common stock, which phantom shares become payable in cash six months after the reporting person's separation of service with the Issuer.

	Michael Foliano, by power of attorney	08/15/2022
	** 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).
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