SEC Form 4 · accession 0001209191-17-061435
Lumos Networks Corp. · LMOS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Period of report
Nov 17, 2017
Accepted (ET)
Nov 17, 2017 · 4:03 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 StockF1,F2 | Nov 17, 2017 | X | 5,500,000 | $13.99 | A | 5,500,000 | D | |
| Common StockF1,F2 | Nov 17, 2017 | S | 1,225,278 | $18.00 | D | 0 | D | |
| Common StockF1,F2 | Nov 17, 2017 | F | 4,274,722 | $18.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF1,F2,F3 | $13.99 | Nov 17, 2017 | X | 5,500,000 | D | Aug 6, 2015 | Aug 6, 2022 | Common Stock | 5,500,000 | 0 | I |
Explanation of responses
- F1Lumos Investment Holdings, Ltd. (the "Warrants Holder") was the direct beneficial owner of warrants (the "Warrants") to purchase up to 5,500,000 shares (subject to adjustment) of the common stock (the "Common Stock") of Lumos Networks Corp. (the "Company"). The Warrants, which may be net-share settled only, had an initial exercise price of $13.99 per share of Common Stock, which was subject to adjustment for certain anti-dilution events as set forth in the Warrants. The Warrants Holder and Pamplona Capital Partners IV LP directed the issuer to issue the shares of common stock issuable upon exercise of the Warrants to Pamplona Capital Partners IV LP. On the basis of relationships among Pamplona Capital Management, LLP, Pamplona Capital Partners IV LP, Pamplona PE Investments Malta Limited and Pamplona Capital Management, LLC (each a "Pamplona Entity", and, collectively, the "Pamplona Entities"), (continued in footnote 2)
- F2the Pamplona Entities may be deemed indirect beneficial owners of the Warrants, but each such Pamplona Entity disclaims beneficial ownership of the Warrants except to the extent of its pecuniary interest therein, if any. On the basis of relationships among the Pamplona Entities, each of Pamplona Capital Management, LLP, Pamplona PE Investments Malta Limited and Pamplona Capital Management, LLC may be deemed indirect beneficial owners of the common stock issued in connection with the exercise of the Warrants, but each such Pamplona Entity disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any.
- F3The Warrants Holder is the direct beneficial owner of the Warrants. On the basis of relationships among the reporting persons, the other reporting persons may be deemed indirect beneficial owners of the Warrants, but each such other reporting person disclaims beneficial ownership of the Warrants except to the extent of its pecuniary interest therein, if any. Pursuant to the instructions of the Warrants Holder, the shares were issued to Pamplona Capital Partners IV LP.
Remarks
On August 6, 2015, Mr. William M. Pruellage, a partner at Pamplona Capital Management, LLC, and Mr. Peter D. Aquino, the founder of Broad Valley Capital LLC, each became a director of the Company. On the basis of the relationships among and between the reporting persons and Mr. Pruellage, each of the reporting persons may be considered a director of the Company on the basis of having deputized Mr. Pruellage to serve as a director of the Company.