Nielsen Mark D 4
Accession 0001140361-26-002037
Filed
Jan 21, 7:00 PM ET
Accepted
Jan 22, 4:01 PM ET
Size
9.7 KB
Accession
0001140361-26-002037
Research Summary
AI-generated summary of this filing
Frontier (FYBR) Chief Legal & Reg. Officer Mark Nielsen Sells Shares
What Happened
Mark D. Nielsen, Chief Legal & Regulatory Officer of Frontier Communications Parent, Inc. (FYBR), had a total of 350,732 shares/units disposed in connection with Frontier’s merger into Verizon, effective January 20, 2026. The dispositions include: 175,579 shares, 40,188 shares, and 134,965 restricted/derivative units that were cancelled. Under the merger terms each share/unit was converted into the right to receive $38.50 in cash, resulting in approximately $13,503,182 paid to Nielsen. These were dispositions to the issuer as part of the merger (not open-market sales).
Key Details
- Transaction date: January 20, 2026 (Effective Time of the merger).
- Cash price: $38.50 per share/unit under the Merger Agreement.
- Shares/units disposed: 175,579 + 40,188 + 134,965 = 350,732.
- Estimated total cash received: ~$13.5 million (350,732 × $38.50 = $13,503,182).
- Shares owned after transaction: effectively zero for Frontier common stock (company became a wholly owned subsidiary of Verizon and shares were converted/cancelled).
- Footnotes: Dispositions occurred under the Merger Agreement; outstanding common shares were converted to cash (F1–F2), time‑based RSUs vested and were cancelled for cash (F3), and performance RSUs vested/cancelled for cash based on performance attainment (F4).
- Filing timing: Form 4 filed January 22, 2026 for a January 20, 2026 transaction (no late filing indicated).
Context
- These were merger cash‑out dispositions (disposition to issuer), not typical open‑market sales; the insider received the merger consideration rather than selling on the market.
- The $0.00 price line for derivative units reflects cancellation/settlement of RSUs/PSUs in cash per the merger, not a zero-value event.
- Such transactions reflect deal mechanics rather than a trading signal about the company’s prospects.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2]2026-01-20−175,579→ 40,188 total - Disposition to Issuer
Common Stock
[F3]2026-01-20−40,188→ 0 total - Disposition to Issuer
Performance-based Restricted Stock Unit
[F4]2026-01-20−134,965→ 0 totalExercise: $0.00→ Common Stock (134,965 underlying)
Footnotes (4)
- [F1]In connection with the terms of the Agreement and Plan of Merger, dated September 4, 2024 (the "Merger Agreement"), by and among the Issuer, Verizon Communications Inc. ("Parent"), France Merger Sub Inc., a wholly owned Subsidiary of Parent ("Merger Sub"), in accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Parent upon the consummation of the merger on January 20, 2026 (the "Effective Time").
- [F2]At the Effective Time, each outstanding share of Issuer common stock ("Share") was automatically converted into the right to receive an amount in cash equal to $38.50 per share, without interest.
- [F3]Represents each outstanding time-based restricted stock unit ("RSUs") which, at the Effective Time, vested and was canceled, with the holder thereof entitled to receive an amount in cash equal to the number of Shares underlying such RSUs multiplied by $38.50.
- [F4]Represents each outstanding performance-based restricted stock units ("PSUs") which, at the Effective Time, vested and was canceled, with the holder thereof entitled to receive an amount in cash equal to the number of Shares underlying such PSUs multiplied by $38.50, based on attainment of all applicable performance goals at the actual level of performance measured at the Effective Time.
Signature
Documents
Issuer
Frontier Communications Parent, Inc.
CIK 0000020520
Related Parties
1- filerCIK 0001600809
Filing Metadata
- Form type
- 4
- Filed
- Jan 21, 7:00 PM ET
- Accepted
- Jan 22, 4:01 PM ET
- Size
- 9.7 KB