SEC Form 4 · accession 0001127602-16-051388
NTELOS HOLDINGS CORP. · NTLS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steven Craig Highland
Officer — SVP - Finance and Corp. Dev.
Period of report
May 6, 2016
Accepted (ET)
May 6, 2016 · 4:15 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001328571
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 Share | May 6, 2016 | M | 2,597 | $0.00 | A | 68,879 | D | |
| Common Stock, Par Value $0.01 Per Share | May 6, 2016 | M | 661 | $0.00 | A | 69,540 | D | |
| Common Stock, Par Value $0.01 Per Share | May 6, 2016 | D | 69,540 | $9.25 | D | 0 | D | |
| Common Stock, Par Value $0.01 Per Share | May 6, 2016 | D | 4,184 | $9.25 | D | 0 | I | By 401(k) Plan |
| Common Stock, Par Value $0.01 Per ShareF1 | May 6, 2016 | D | 223 | $9.25 | D | 0 | I | By Daughter |
| Common Stock, Par Value $0.01 Per ShareF1 | May 6, 2016 | D | 223 | $9.25 | D | 0 | I | By Son |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom SharesF2 | — | May 6, 2016 | M | 2,597 | D | — | Feb 28, 2019 | Common Stock | 2,597 | 0 | D |
| Performance Stock UnitsF3 | — | May 6, 2016 | A | 505 | A | — | Dec 31, 2016 | Common Stock | 505 | 661 | D |
| Performance Stock UnitsF3 | — | May 6, 2016 | M | 661 | D | — | Dec 31, 2016 | Common Stock | 661 | 0 | D |
| Stock Option (Right to Buy)F4 | $6.00 | May 6, 2016 | D | 23,209 | D | — | Mar 5, 2025 | Common Stock | 23,209 | 0 | D |
Explanation of responses
- F1The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- F2Each Phantom Share is the economic equivalent of one share of Issuer's common stock. The vested Phantom Shares were settled for cash immediately prior to consummation of the merger at the value of the merger consideration, $9.25 per share, pursuant to the Agreement and Plan of Merger, dated as of August 10, 2015 among the Issuer, Shenandoah Telecommunications Company, and Gridiron Merger Sub., Inc.
- F3Each earned Performance Stock Unit ("PSU") represents a right to receive a share, including accrued reinvested dividends, of Issuer's common stock upon a final vesting date pursuant to the terms of the award. Immediately prior to consummation of the merger, each earned PSU was settled for cash at the value of the merger consideration, $9.25 per share.
- F4This option, which provided for vesting in annual installments of 25% of the total award beginning on March 5, 2016, was cancelled immediately prior to consummation of the merger in exchange for a cash payment of $75,429, representing the difference between the exercise price of the option and the merger consideration per share of $9.25.