4//SEC Filing
Miller Jeffrey Joel 4
Accession 0001127602-17-032596
CIK 0001520744other
Filed
Nov 16, 7:00 PM ET
Accepted
Nov 17, 3:48 PM ET
Size
17.3 KB
Accession
0001127602-17-032596
Insider Transaction Report
Form 4
Miller Jeffrey Joel
SVP Business Development
Transactions
- Tax Payment
Common Stock, Par Value $0.01 Per Share
2017-11-17$18.00/sh−27,775$499,950→ 77,735 total - Exercise/Conversion
Common Stock, Par Value $0.01 Per Share
2017-11-17$16.50/sh+30,300$499,950→ 105,510 total - Disposition to Issuer
Common Stock, Par Value $0.01 Per Share
2017-11-17$18.00/sh−77,735$1,399,230→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2017-11-17−99,700→ 0 totalExercise: $16.50→ Common Stock (99,700 underlying) - Disposition to Issuer
Common Stock, Par Value $0.01 Per Share
2017-11-17$18.00/sh−1,751.55$31,528→ 0 total(indirect: By 401(k)) - Exercise/Conversion
Stock Option (Right to Buy)
2017-11-17−30,300→ 99,700 totalExercise: $16.50→ Common Stock (30,300 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2017-11-17−70,000→ 0 totalExercise: $13.99→ Common Stock (70,000 underlying)
Footnotes (4)
- [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.
- [F4]Immediately 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).
Documents
Issuer
Lumos Networks Corp.
CIK 0001520744
Entity typeother
Related Parties
1- filerCIK 0001602672
Filing Metadata
- Form type
- 4
- Filed
- Nov 16, 7:00 PM ET
- Accepted
- Nov 17, 3:48 PM ET
- Size
- 17.3 KB