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 |
| |||||||||||||||
| 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 FAIRPOINT COMMUNICATIONS INC [ FRP ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 07/03/2017 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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 | 07/03/2017 | A | 12,500 | A | (1) | 50,755 | D | |||
| Common Stock, par value $0.01 per share | 07/03/2017 | F | 4,171 | D | (2) | 46,584 | D | |||
| Common Stock, par value $0.01 per share | 07/03/2017 | F | 3,753 | D | (3) | 42,831 | D | |||
| Common Stock, par value $0.01 per share | 07/03/2017 | D | 42,831 | D | (4) | 0 | D | |||
| 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 Options | $9.36 | 07/03/2017 | D | 1,000 | (5) | 01/22/2023 | Common Stock | 1,000 | (5) | 0 | D | ||||
| Stock Options | $13.29 | 07/03/2017 | D | 9,600 | (6) | 01/22/2024 | Common Stock | 9,600 | (6) | 0 | D | ||||
| Stock Options | $14.73 | 07/03/2017 | D | 11,625 | (7) | 01/22/2025 | Common Stock | 11,625 | (7) | 0 | D | ||||
| Stock Options | $14.61 | 07/03/2017 | D | 13,000 | (8) | 01/22/2026 | Common Stock | 13,000 | (8) | 0 | D | ||||
| Explanation of Responses: |
| 1. Represents performance shares granted under the The FairPoint Communications, Inc. Amended and Restated 2010 Long Term Incentive Plan (the "LTIP") that became fully vested (at the 100% level) pursuant to an agreement and plan of merger (as amended, the "Merger Agreement") among FairPoint Communications, Inc. ("FairPoint"), Consolidated Communications Holdings, Inc. ("Consolidated") and Falcon Merger Sub, Inc. |
| 2. In connection with the merger, 4,171 FairPoint performance shares were forfeited by the Reporting Person to satisfy applicable withholding tax obligations with respect to the vesting of the performance shares on such date. No consideration was received by the Reporting Person for the Reporting Person's forfeiture of the performance shares. |
| 3. Pursuant to the Merger Agreement, each of the Reporting Person's FairPoint restricted shares issued pursuant to the LTIP, to the extent outstanding and subject to vesting or forfeiture conditions (whether time-based or performance-based), became fully vested or released from such forfeiture conditions as of the effective time of the merger. In connection with the merger, 3,753 FairPoint restricted shares were forfeited by the Reporting Person to satisfy applicable withholding tax obligations with respect to the vesting of restricted shares on such date. No consideration was received by the Reporting Person for the Reporting Person's forfeiture of the restricted shares. |
| 4. Disposed of pursuant to the Merger Agreement in exchange for 31,266 shares of Consolidated common stock having a market value of $21.47 per share on the last complete trading day prior to the effective date of the merger. |
| 5. This option, which provided for vesting in four equal installments beginning January 22, 2013, became fully vested in the merger and was automatically canceled in exchange for the right to receive 196 shares (net of shares surrendered for the payment of taxes) of Consolidated common stock (after taking into account the exercise price) having a market value of $21.47 per share on the last complete trading day prior to the effective date of the merger. |
| 6. This option, which provided for vesting in four equal installments beginning January 22, 2014, became fully vested in the merger and was automatically canceled in exchange for the right to receive 709 shares (net of shares surrendered for the payment of taxes) of Consolidated common stock (after taking into account the exercise price) having a market value of $21.47 per share on the last complete trading day prior to the effective date of the merger. |
| 7. This option, which provided for vesting in four equal installments beginning January 22, 2015, became fully vested in the merger and was automatically canceled in exchange for the right to receive 339 shares (net of shares surrendered for the payment of taxes) of Consolidated common stock (after taking into account the exercise price) having a market value of $21.47 per share on the last complete trading day prior to the effective date of the merger. |
| 8. This option, which provided for vesting in four equal installments beginning January 22, 2016, became fully vested in the merger and was automatically canceled in exchange for the right to receive 430 shares (net of shares surrendered for the payment of taxes) of Consolidated common stock (after taking into account the exercise price) having a market value of $21.47 per share on the last complete trading day prior to the effective date of the merger. |
| /s/ Garrett Van Osdell, Power of Attorney | 07/06/2017 | |
| ** 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. | ||