SEC Form 4 · accession 0001127602-17-032587
Lumos Networks Corp. · LMOS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas E Ferry
Officer — Chief Technology Officer
Period of report
Nov 17, 2017
Accepted (ET)
Nov 17, 2017 · 3:38 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 ShareF1 | Nov 17, 2017 | D | 50,383 | $18.00 | D | 0 | D | |
| Common Stock, Par Value $0.01 Per ShareF1 | Nov 17, 2017 | D | 866 | $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)F2 | $11.31 | Nov 17, 2017 | D | 3,420 | D | — | — | Common Stock | 3,420 | 0 | D |
| Stock Option (Right to Buy)F2 | $13.99 | Nov 17, 2017 | D | 9,774 | D | — | — | Common Stock | 9,774 | 0 | D |
Explanation of responses
- F1Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") among Lumos Networks Corp., a Delaware corporation (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).
- F2Immediately 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).