Lumos Networks (LMOS) Form 4 Lumos Networks / CAPITAL PARTNERS II-A L P QUADRANGLE 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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X

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^*

QCP GP Investors II LLC

(Last) (First) (Middle)

C/O QUADRANGLE GROUP LLC

1065 AVENUE OF THE AMERICAS

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Lumos Networks Corp. [ LMOS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2015

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	03/12/2015		S		1,600,000	D	$16.12	1,191,898	I	See Footnotes(1)(2)

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

1. Name and Address of Reporting Person^*

QCP GP Investors II LLC

(Last) (First) (Middle)

C/O QUADRANGLE GROUP LLC

1065 AVENUE OF THE AMERICAS

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

QUADRANGLE (AIV2) CAPITAL PARTNERS II LP

(Last) (First) (Middle)

C/O QUADRANGLE GROUP LLC

1065 AVENUE OF THE AMERICAS

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

QUADRANGLE NTELOS GP LLC

(Last) (First) (Middle)

C/O QUADRANGLE GROUP LLC

1065 AVENUE OF THE AMERICAS

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

QUADRANGLE NTELOS HOLDINGS II LP

(Last) (First) (Middle)

C/O QUADRANGLE GROUP LLC

1065 AVENUE OF THE AMERICAS

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Quadrangle GP Investors II LP

(Last) (First) (Middle)

C/O QUADRANGLE GROUP LLC

1065 AVENUE OF THE AMERICAS

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Quadrangle Select Partners II L P

(Last) (First) (Middle)

C/O QUADRANGLE GROUP LLC

1065 AVENUE OF THE AMERICAS

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

QUADRANGLE CAPITAL PARTNERS II-A L P

(Last) (First) (Middle)

C/O QUADRANGLE GROUP LLC

1065 AVENUE OF THE AMERICAS

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

Explanation of Responses:

1. QCP GP Investors II LLC is the general partner of Quadrangle GP Investors II LP, which is the general partner of Quadrangle (AIV2) Capital Partners II LP, Quadrangle Select Partners II, LP and Quadrangle Capital Partners II-A LP (the "QCP II Funds"). The QCP II Funds are managing members of Quadrangle NTELOS GP LLC, which is the general partner of Quadrangle NTELOS Holdings II LP.

2. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Act, each of the Reporting Persons may be deemed to be the beneficial owner of the securities reported herein only to the extent of its pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that any of the Reporting Persons is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount.

	/s/ Michael Huber	03/16/2015
	/s/ Michael Huber	03/16/2015
	/s/ Michael Huber	03/16/2015
	/s/ Michael Huber	03/16/2015
	/s/ Michael Huber	03/16/2015
	/s/ Michael Huber	03/16/2015
	/s/ Michael Huber	03/16/2015
	** Signature of Reporting Person	Date
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