CommScope Holding (COMM) 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)
03/21/2018

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	03/21/2018		M(1)		28,983	A	$2.96	2,225,817(2)	D
Common Stock	03/21/2018		S(1)		58,983	D	$40.2171(3)	2,166,834(2)	D
Common Stock	03/21/2018		S(1)		4,050	D	$40.2233(4)	28,350	I	By GRAT
Common Stock	03/21/2018		S(1)		4,050	D	$40.219(5)	28,350	I	By GRAT
Common Stock	03/21/2018		S(1)		4,050	D	$40.222(5)	28,350	I	By GRAT
Common Stock	03/21/2018		S(1)		2,250	D	$40.2146(5)	15,750	I	By Family Trust
Common Stock	03/21/2018		S(1)		16,803	D	$40.2269(6)	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)	$2.96	03/21/2018		M(1)			28,983	01/14/2011	03/24/2019	Common Stock	28,983	$0.00	280,143	D

Explanation of Responses:

1. The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 20, 2018.

2. As previously reported, includes (a) 4,990 restricted stock units that were granted on 02/23/2016 and will vest on 02/23/2019; (b) 8,653 performance share units that were earned on 02/23/2017 and will vest on 02/23/2019; (c) 6,555 restricted stock units that were granted on 02/27/2017 and will vest ratably on 02/27/2019 and 02/27/2020; and (d) 9,737 restricted stock units that were granted on 03/01/2018 and will vest in three equal installments on 03/01/2019, 03/01/2020 and 03/01/2021, each subject to the reporting person's continued employment with the issuer.

3. The price shown is the weighted average price of the shares sold in this transaction. The price range for this transaction is $40.11 to $40.40. 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. The price shown is the weighted average price of the shares sold in this transaction. The price range for this transaction is $40.13 to $40.34. 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.

5. The price shown is the weighted average prices of the shares sold in this transaction. The price range for this transaction is $40.14 to $40.33. 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.

6. The price shown is the weighted average price of the shares sold in this transaction. The price range for this transaction is $40.12 to $40.40. 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.

Remarks:

	/s/Frank M. Drendel	03/23/2018
	** Signature of Reporting Person	Date
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