SEC Form 4 · accession 0000895813-17-000052
FAIRPOINT COMMUNICATIONS INC · FRP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Karen Dickerson Turner
Officer — EVP & CFO
Period of report
Jul 3, 2017
Accepted (ET)
Jul 6, 2017 · 3:40 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 | A | 12,000 | — | A | 52,265 | D | |
| Common Stock, par value $0.01 per shareF2 | Jul 3, 2017 | F | 3,956 | — | D | 48,309 | D | |
| Common Stock, par value $0.01 per shareF3 | Jul 3, 2017 | F | 8,981 | — | D | 39,328 | D | |
| Common Stock, par value $0.01 per shareF4 | Jul 3, 2017 | D | 39,328 | — | 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 OptionsF5 | $13.60 | Jul 3, 2017 | D | 6,000 | D | — | May 12, 2024 | Common Stock | 6,000 | 0 | D |
| Stock OptionsF6 | $14.73 | Jul 3, 2017 | D | 14,700 | D | — | Jan 22, 2025 | Common Stock | 14,700 | 0 | D |
| Stock OptionsF7 | $14.61 | Jul 3, 2017 | D | 12,000 | D | — | Jan 22, 2026 | Common Stock | 12,000 | 0 | D |
| Stock OptionsF8 | $14.14 | Jul 3, 2017 | D | 25,000 | D | — | Aug 15, 2026 | Common Stock | 25,000 | 0 | D |
Explanation of responses
- F1Represents performance shares granted under the The FairPoint Communications, Inc. Amended and Restated 2010 Long Term Incentive Plan (the "LTIP") that became fully vested (at the 100% level) pursuant 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.
- F2In connection with the merger, 3,956 FairPoint performance shares were forfeited by the Reporting Person to satisfy applicable withholding tax obligations with respect to the vesting of the performance shares on such date. No consideration was received by the Reporting Person for the Reporting Person's forfeiture of the performance shares.
- F3Pursuant to the Merger Agreement, each of the Reporting Person's FairPoint restricted shares issued pursuant to the LTIP, 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, 8,981 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.
- F4Disposed of pursuant to the Merger Agreement in exchange for 28,709 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.
- F5This option, which provided for vesting in three equal installments beginning May 12, 2015, became fully vested in the merger and was automatically canceled in exchange for the right to receive 388 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.
- F6This option, which provided for vesting in four equal installments beginning January 22, 2015, became fully vested in the merger and was automatically canceled in exchange for the right to receive 424 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.
- F7This option, which provided for vesting in four equal installments beginning January 22, 2016, became fully vested in the merger and was automatically canceled in exchange for the right to receive 312 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.
- F8This option, which provided for vesting in three equal installments beginning August 15, 2017, became fully vested in the merger and was automatically canceled in exchange for the right to receive 936 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.