Statement of Changes in Beneficial Ownership (4)
06 Julho 2017 - 4:39PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
ROBINSON MICHAEL K
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2. Issuer Name
and
Ticker or Trading Symbol
FAIRPOINT COMMUNICATIONS INC
[
FRP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O FAIRPOINT COMMUNICATIONS, INC., 521 E. MOREHEAD STREET, SUITE 500
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/3/2017
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(Street)
CHARLOTTE, NC 28202
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.01 per share
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7/3/2017
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D
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57155
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D
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(1)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Options
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$9.36
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7/3/2017
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D
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7576
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(2)
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1/22/2023
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Common Stock
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7576
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(2)
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0
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D
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Stock Options
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$13.29
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7/3/2017
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D
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6491
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(3)
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1/22/2024
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Common Stock
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6491
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(3)
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0
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D
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Stock Options
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$14.73
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7/3/2017
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D
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5549
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(4)
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1/22/2025
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Common Stock
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5549
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(4)
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0
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D
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Stock Options
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$14.61
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7/3/2017
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D
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6025
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(5)
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1/22/2026
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Common Stock
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6025
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(5)
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0
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D
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Explanation of Responses:
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(1)
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Disposed of pursuant to an agreement and plan of merger among FairPoint Communications, Inc., Consolidated Communications Holdings, Inc. ("Consolidated") and Falcon Merger Sub, Inc. in exchange for 41,723 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.
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(2)
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This option, which provided for vesting in of all these options on January 22, 2014, was automatically canceled in exchange for the right to receive 2,227 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.
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(3)
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This option, which provided for vesting in of all these options on January 22, 2015, was automatically canceled in exchange for the right to receive 719 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.
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(4)
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This option, which provided for vesting in of all these options on January 22, 2016, was automatically canceled in exchange for the right to receive 243 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.
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(5)
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This option, which provided for vesting in of all these options on January 23, 2017, was automatically canceled in exchange for the right to receive 299 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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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ROBINSON MICHAEL K
C/O FAIRPOINT COMMUNICATIONS, INC.
521 E. MOREHEAD STREET, SUITE 500
CHARLOTTE, NC 28202
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X
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Signatures
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/s/ Garrett Van Osdell, Power of Attorney
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7/6/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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