SEC Form 4 · accession 0001102541-17-000025

EarthLink Holdings, LLC · ELNK

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — Chief Executive Officer · Director

Period of report

Feb 27, 2017

Accepted (ET)

Feb 27, 2017 · 4:31 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001102541

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Feb 27, 2017	D	645,483	—	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F1	—	Feb 27, 2017	D	775,386	D	—	—	Common Stock	775,386	0	D
Stock Options^F2	—	Feb 27, 2017	D	300,000	D	—	—	Common Stock	300,000	0	D

F1Disposition pursuant to the Agreement and Plan of Merger, dated as of November 5, 2016 (the "Merger Agreement"), by and among EarthLink, Windstream Holdings Corp. ("Windstream"), Europa Merger Sub, Inc. ("Merger Sub 1") and Europa Merger Sub, LLC ("Merger Sub 2") whereby Merger Sub 1 merged with and into EarthLink with EarthLink surviving as an indirect, wholly-owned subsidiary of Windstream (the "Merger") and, immediately thereafter, EarthLink merged with and into Merger Sub 2, with Merger Sub 2 surviving as an indirect, wholly-owned subsidiary of Windstream with the Merger being a transaction exempt under Rule 16b-3(e). Upon completion of the Merger, each outstanding share of EarthLink common stock was converted into 0.818 shares of Windstream common stock and each outstanding restricted stock unit of EarthLink was assumed by Windstream and converted into 0.818 restricted stock units of Windstream.
F2At the effective time of the Merger, each outstanding option to purchase EarthLink common stock was cancelled and converted into the right to receive shares of Windstream common stock, determined by a ratio set forth in the Merger Agreement.