SEC Form 4 · accession 0001179022-16-000122
ADTRAN Holdings, Inc. · ADTN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Denson Wilson Jr.
Officer — SVP Technology & Strategy
Period of report
Nov 17, 2016
Accepted (ET)
Nov 21, 2016 · 5:45 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000926282
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Nov 17, 2016 | M | 5,009 | $16.97 | A | 11,472 | D | |
| Common Stock | Nov 17, 2016 | M | 15,025 | $16.97 | A | 26,497 | D | |
| Common Stock | Nov 17, 2016 | M | 6,261 | $15.33 | A | 32,758 | D | |
| Common StockF3 | Nov 17, 2016 | S | 26,295 | $19.9291 | D | 6,463 | D | |
| Common StockF4 | holding | — | — | — | 3,058 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom StockF1,F2 | — | Nov 17, 2016 | A | 28 | A | — | — | Common stock | 28 | 9,425 | D |
| Incentive Stock Option (Right to Buy) | $16.97 | Nov 17, 2016 | M | 5,009 | D | Nov 3, 2013 | Nov 3, 2022 | Common Stock | 5,009 | 0 | D |
| Non-Qualified Stock Option (Right to Buy) | $16.97 | Nov 17, 2016 | M | 15,025 | D | Nov 3, 2013 | Nov 3, 2022 | Common Stock | 15,025 | 0 | D |
| Non-Qualified Stock Option (Right to Buy)F5 | $15.33 | Nov 17, 2016 | M | 6,261 | D | Nov 14, 2016 | Nov 14, 2025 | Common Stock | 6,261 | 18,783 | D |
Explanation of responses
- F1Each share of phantom stock represents a right to receive one share of common stock or the cash value thereof.
- F2The phantom stock becomes payable 6 months after the reporting person's separation of service with the Company. The reporting person may transfer his phantom stock account into an alternative investment at any time.
- F3The shares were sold in multiple transactions at prices ranging from $19.85 to $20.00. This amount represents the weighted average sale price of such transactions. The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request by the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.
- F4The reporting person has acquired shares of ADTRAN, Inc. common stock under the ADTRAN, Inc. 401(k) plan. The information in this report is based on a plan statement as of Nov. 18, 2016.
- F5The issuer issued Incentive Stock Options (right to buy) to the reporting person and Non-Qualified Stock Options (Right to Buy) to the reporting person on November 14, 2015. At the time of issuance, these stock options were properly reported on Form 4. The issuer has now exceeded alloted Incentive Stock Option amounts for the reporting person and has changed some of the Incentive Stock Options to be Non-Qualified Options. The total in Column 9 represents the total options (both Incentive Stock Options and Non-Qualified Stock Options) remaining from the grant, in the aggregate.