ADTRAN (ADTN) Form 4 ADTRAN / Hourigan Rice Jacqueline 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^*

Jacqueline Hourigan Rice

(Last) (First) (Middle)

C/O ADTRAN HOLDINGS, INC.

901 EXPLORER BOULEVARD

(Street)

HUNTSVILLE AL 35806-2807

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2023

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(1)	12/31/2023		M		168.424	A	(1)	6,587.424	D
Common Stock(1)	12/31/2023		D		0.424	D	$7.34	6,587	D
Common Stock(2)	12/31/2023		A		16,349	A	$0.00	22,936	D
Common Stock(3)	12/31/2023		G		6,587	D	$0.00	16,349	D
Common Stock								45,932	I(3)	As Trustee

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
Dividend Equivalent Rights	(1)	12/31/2023		M			168.424	(1)	(1)	Common Stock	168.424	$0	0	D

Explanation of Responses:

1. Settlement of dividend equivalent rights (DERs) in connection with the lapse of restrictions on restricted stock awards (RSAs). The DERs represent quarterly cash dividends paid on restricted stock awards, which are credited to a bookkeeping account and hypothetically invested in shares of common stock until the underlying RSAs vest. Upon vesting, the Company pays the Reporting Person the accumulated value of the bookkeeping account in the form of whole shares of common stock, plus any remaining cash.

2. Represents restricted stock award grant that vests in full on the first anniversary of the date of grant.

3. 168 shares that were received in connection with the settlement of the DERs and 6,419 shares that were previously reported as directly held were transferred to a family trust.

	/s/ Dan Ragsdale, by power of attorney	01/03/2024
	** 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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