SEC Form 4 · accession 0001127602-17-032585
Lumos Networks Corp. · LMOS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William G Davis Jr.
Officer — SVP Marketing & Investor Rel.
Period of report
Nov 17, 2017
Accepted (ET)
Nov 17, 2017 · 3:36 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 | 4,500 | $8.26 | A | 55,518 | D | |
| Common Stock, Par Value $0.01 Per Share | Nov 17, 2017 | M | 3,420 | $11.31 | A | 58,938 | D | |
| Common Stock, Par Value $0.01 Per Share | Nov 17, 2017 | M | 10,000 | $14.85 | A | 68,938 | D | |
| Common Stock, Par Value $0.01 Per ShareF1 | Nov 17, 2017 | F | 12,463 | $18.00 | D | 56,475 | D | |
| Common Stock, Par Value $0.01 Per ShareF2 | Nov 17, 2017 | D | 56,475 | $18.00 | D | 0 | D | |
| Common Stock, Par Value $0.01 Per ShareF2 | Nov 17, 2017 | D | 1,457 | $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 | $8.26 | Nov 17, 2017 | M | 4,500 | D | — | — | Common Stock | 4,500 | 0 | D |
| Stock Option (Right to Buy)F3 | $11.31 | Nov 17, 2017 | M | 3,420 | D | — | — | Common Stock | 3,420 | 0 | D |
| Stock Option (Right to Buy)F3 | $14.85 | Nov 17, 2017 | M | 10,000 | D | — | — | Common Stock | 10,000 | 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.