DAVIS WILLIAM G JR 4

4 · Lumos Networks Corp. · Filed Nov 17, 2017

Form 4

Period: 2017-11-17

SVP Marketing & Investor Rel.

Transactions

Exercise/Conversion
Common Stock, Par Value $0.01 Per Share
2017-11-17$8.26/sh+4,500$37,170→ 55,518 total
Exercise/Conversion
Stock Option (Right to Buy)
2017-11-17−10,000→ 0 total
Exercise: $14.85→ Common Stock (10,000 underlying)
Exercise/Conversion
Common Stock, Par Value $0.01 Per Share
2017-11-17$14.85/sh+10,000$148,500→ 68,938 total
Disposition to Issuer
Common Stock, Par Value $0.01 Per Share
2017-11-17$18.00/sh−1,456.96$26,225→ 0 total(indirect: By 401(k))
Exercise/Conversion
Common Stock, Par Value $0.01 Per Share
2017-11-17$11.31/sh+3,420$38,680→ 58,938 total
Exercise/Conversion
Stock Option (Right to Buy)
2017-11-17−4,500→ 0 total
Exercise: $8.26→ Common Stock (4,500 underlying)
Tax Payment
Common Stock, Par Value $0.01 Per Share
2017-11-17$18.00/sh−12,463$224,334→ 56,475 total
Disposition to Issuer
Common Stock, Par Value $0.01 Per Share
2017-11-17$18.00/sh−56,475$1,016,550→ 0 total
Exercise/Conversion
Stock Option (Right to Buy)
2017-11-17−3,420→ 0 total
Exercise: $11.31→ Common Stock (3,420 underlying)

Footnotes (3)

[F1]Shares 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).
[F2]Pursuant 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).
[F3]Pursuant to the Merger Agreement, these stock options were exercised immediately prior to the Merger and were net settled in shares.

Documents

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