SEC Form 4 · accession 0001127602-17-032581

Lumos Networks Corp. · LMOS

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

Reporting owner

Timothy G Biltz

Officer — President & CEO · Director

Period of report

Nov 17, 2017

Accepted (ET)

Nov 17, 2017 · 3:30 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001520744

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	Nov 17, 2017	M	34,362	$8.73	A	375,447	D
Common Stock, Par Value $0.01 Per Share	Nov 17, 2017	M	22,908	$8.73	A	398,355	D
Common Stock, Par Value $0.01 Per Share^F1	Nov 17, 2017	F	27,775	$18.00	D	370,580	D
Common Stock, Par Value $0.01 Per Share^F2	Nov 17, 2017	D	370,580	$18.00	D	0	D
Common Stock, Par Value $0.01 Per Share^F2	Nov 17, 2017	D	2,507	$18.00	D	0	I	By 401(k) plan

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (Right to Buy)^F3	$8.73	Nov 17, 2017	M	34,362	D	—	—	Common Stock	34,362	215,638	D
Stock Option (Right to Buy)^F3	$8.73	Nov 17, 2017	M	22,908	D	—	—	Common Stock	22,908	227,092	D
Stock Option (Right to Buy)^F4	$8.73	Nov 17, 2017	D	215,638	D	—	—	Common Stock	215,638	0	D
Stock Option (Right to Buy)^F4	$8.73	Nov 17, 2017	D	227,092	D	—	—	Common Stock	227,092	0	D

Explanation of responses

F1Shares withheld by Lumos Networks Corp., a Delaware corporation (the "Company"), for net settlement of option cost for stock options exercised immediately prior to the Merger (defined below).
F2Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") among the Company, MTN Infrastructure TopCo, Inc., a Delaware corporation ("Parent"), and MTN Infrastructure BidCo, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), on November 17, 2017, Merger Sub merged with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent (the "Merger"). Immediately prior to the effective time of the Merger, shares of Company restricted stock automatically vested and the restrictions thereon lapsed. This represents shares disposed of pursuant to the Merger Agreement and related transactions upon completion of the Merger. These dispositions are exempt under Rule 16b-3(e).
F3Pursuant to the Merger Agreement, these stock options were exercised immediately prior to the Merger and were net settled in shares.
F4Immediately prior to the effective time of the Merger, each option to purchase shares of Company common stock that was then outstanding automatically vested and was cancelled and entitled the option holder to receive an amount in cash equal to the product of (i) the total number of shares of Company common stock subject to the option and (ii) the amount, if any, by which the $18.00 merger consideration exceeded the applicable exercise price per share of Company common stock underlying the option (less any applicable withholding taxes).