Frontier Communications Parent (FYBR) Form 4 FRONTIER COMMUNICATIONS / MARK S SHAPIRO 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^*

SHAPIRO MARK S

(Last) (First) (Middle)

401 MERRITT SEVEN

(Street)

NORWALK CT 06851

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FRONTIER COMMUNICATIONS CORP [ FTR ]

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)
05/24/2016

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

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
Series A Mandatory Convertible Preferred Stock	(1)	05/24/2016		P		3,000		(1)	06/29/2018(1)	Common Stock	58,938(2)	$97.07	3,000	D

Explanation of Responses:

1. The conversion price of the Series A Mandatory Convertible Preferred Stock (the "Series A Preferred Stock") on the mandatory conversion date (June 29, 2018) is dependent upon the average market value of the Common Stock for a period of time prior to the mandatory conversion date as set forth in the Certificate of Designations of 11.125% Mandatory Convertible Preferred Stock, Series A, included as Exhibit 3.1 to the Issuer's Current Report on Form 8-K filed with the SEC on June 10, 2015 (the "Certificate of Designations"). The Series A Preferred Stock automatically converts into Common Stock on June 29, 2018, but holders may elect to convert shares of Series A Preferred Stock into Common Stock at any time prior to such date at a conversion price of 17.0213 shares of Common Stock per share of Series A Preferred Stock.

2. See note (1). If the average market value of the Common Stock during the period of time indicated in note (1) prior to the mandatory conversion date were $5.09 per share (the closing price on May 24, 2016), each share of Series A Preferred Stock would convert into 19.646 shares of Common Stock on the mandatory conversion date.

	/s/ Mark D. Nielsen, under Power of Attorney	05/25/2016
	** 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).
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