SEC Form 4 · accession 0000895813-17-000046
FAIRPOINT COMMUNICATIONS INC · FRP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bruce F Metge
Officer — EVP, Chief Legal Officer
Period of report
Jul 3, 2017
Accepted (ET)
Jul 6, 2017 · 3:37 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001062613
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per shareF1 | Jul 3, 2017 | F | 5,274 | — | D | 11,961 | D | |
| Common Stock, par value $0.01 per shareF2 | Jul 3, 2017 | D | 11,961 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF3 | $14.16 | Jul 3, 2017 | D | 20,000 | D | — | Sep 6, 2026 | Common Stock | 20,000 | 0 | D |
Explanation of responses
- F1Pursuant 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., each of the Reporting Person's FairPoint restricted shares issued pursuant to The FairPoint Communications, Inc. Amended and Restated 2010 Long Term Incentive Plan, 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, 5,274 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.
- F2Disposed of pursuant to the Merger Agreement in exchange for 8,731 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.
- F3This option, which provided for vesting in three equal installments beginning September 6, 2017, became fully vested in the merger and was automatically canceled in exchange for the right to receive 943 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.