ADTRAN (ADTN) Form 4 ADTRAN / Michael Foliano 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^*

Foliano Michael

(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)
SVP of Finance & CFO

3. Date of Earliest Transaction (Month/Day/Year)
08/09/2022

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	08/09/2022		M		4,516	A	$16.97	154,757.366	D
Common Stock	08/09/2022		F(1)		3,212	D	$23.86	151,545.366	D
Common Stock	08/09/2022		M		5,644	A	$15.33	157,189.366	D
Common Stock	08/09/2022		F(2)		3,627	D	$23.86	153,562.366	D
Common Stock	08/09/2022		M		5,271	A	$18.97	158,833.366	D
Common Stock	08/09/2022		F(3)		4,191	D	$23.86	154,642.366	D
Common Stock	08/09/2022		M		13,546	A	$16.97	168,188.366	D
Common Stock	08/09/2022		F(4)		10,783	D	$23.86	157,405.366	D
Common Stock								247.958	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)	$16.97	08/09/2022		M			4,516	(5)	11/03/2022	Common Stock	4,516	$0	0	D
Incentive Stock Option (Right to Buy)	$15.33	08/09/2022		M			5,644	(5)	11/14/2025	Common Stock	5,644	$0	0	D
Incentive Stock Option (Right to Buy)	$18.97	08/09/2022		M			5,271	(5)	11/14/2024	Common Stock	5,271	$0	0	D
Non-Qualified Stock Option (Right to Buy)	$16.97	08/09/2022		M			13,546	(5)	11/03/2022	Common Stock	13,546	$0	0	D
Phantom Stock	(6)							(6)	(6)	Common Stock	21,112.16		21,112.16	D

Explanation of Responses:

1. Represents shares surrendered to Adtran Holdings, Inc. to cover the exercise price of outstanding stock options. The reporting person received 1,304 shares of common stock on the net exercise of stock options to purchase 4,516 shares of common stock. The reporting person surrendered 3,212 shares of common stock underlying the stock options for payment of the exercise price, using the closing stock price on August 8, 2022 of $23.86, pursuant to the terms of the 2006 Employee Stock Incentive Plan.

2. Represents shares surrendered to Adtran Holdings, Inc. to cover the exercise price of outstanding stock options. The reporting person received 2,017 shares of common stock on the net exercise of stock options to purchase 5,644 shares of common stock. The reporting person surrendered 3,627 shares of common stock underlying the stock options for payment of the exercise price, using the closing stock price on August 8, 2022 of $23.86, pursuant to the terms of the 2015 Employee Stock Incentive Plan.

3. Represents shares surrendered to Adtran Holdings, Inc. to cover the exercise price of outstanding stock options. The reporting person received 1,080 shares of common stock on the net exercise of stock options to purchase 5,271 shares of common stock. The reporting person surrendered 4,191 shares of common stock underlying the stock options for payment of the exercise price, using the closing stock price on August 8, 2022 of $23.86, pursuant to the terms of the 2006 Employee Stock Incentive Plan.

4. Represents shares surrendered to Adtran Holdings, Inc. to cover the exercise price of outstanding stock options. The reporting person received 2,763 shares of common stock on the net exercise of stock options to purchase 13,546 shares of common stock. The reporting person surrendered 10,783 shares of common stock underlying the stock options for payment of the exercise price and tax withholdings, using the closing stock price on August 8, 2022 of $23.86, pursuant to the terms of the 2006 Employee Stock Incentive Plan.

5. 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.

6. 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	08/11/2022
	** 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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