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4//SEC Filing

Pamplona Capital Management, LLC 4

Accession 0001209191-17-061435

CIK 0001520744other
View on SEC.govCompany Profile

Filed

Nov 16, 7:00 PM ET

Accepted

Nov 17, 4:03 PM ET

Size

20.7 KB

Accession

0001209191-17-061435

Insider Transaction Report

Form 4
Period: 2017-11-17
Lumos Networks Corp.LMOS
Pamplona Capital Partners IV LP
Other
Transactions
  • Tax Payment

    Common Stock

    2017-11-17$18.00/sh−4,274,722$76,944,996→ 0 total
  • Exercise of In-Money

    Warrants

    2017-11-17−5,500,000→ 0 total(indirect: See footnote)
    Exercise: $13.99From: 2015-08-06Exp: 2022-08-06→ Common Stock (5,500,000 underlying)
  • Sale

    Common Stock

    2017-11-17$18.00/sh−1,225,278$22,055,004→ 0 total
  • Exercise of In-Money

    Common Stock

    2017-11-17$13.99/sh+5,500,000$76,945,000→ 5,500,000 total
Pamplona Capital Management, LLC
Other
Transactions
  • Exercise of In-Money

    Warrants

    2017-11-17−5,500,000→ 0 total(indirect: See footnote)
    Exercise: $13.99From: 2015-08-06Exp: 2022-08-06→ Common Stock (5,500,000 underlying)
  • Tax Payment

    Common Stock

    2017-11-17$18.00/sh−4,274,722$76,944,996→ 0 total
  • Exercise of In-Money

    Common Stock

    2017-11-17$13.99/sh+5,500,000$76,945,000→ 5,500,000 total
  • Sale

    Common Stock

    2017-11-17$18.00/sh−1,225,278$22,055,004→ 0 total
Pamplona Capital Management, LLP
Other
Transactions
  • Sale

    Common Stock

    2017-11-17$18.00/sh−1,225,278$22,055,004→ 0 total
  • Exercise of In-Money

    Warrants

    2017-11-17−5,500,000→ 0 total(indirect: See footnote)
    Exercise: $13.99From: 2015-08-06Exp: 2022-08-06→ Common Stock (5,500,000 underlying)
  • Exercise of In-Money

    Common Stock

    2017-11-17$13.99/sh+5,500,000$76,945,000→ 5,500,000 total
  • Tax Payment

    Common Stock

    2017-11-17$18.00/sh−4,274,722$76,944,996→ 0 total
Pamplona PE Investments Malta Ltd
Other
Transactions
  • Exercise of In-Money

    Common Stock

    2017-11-17$13.99/sh+5,500,000$76,945,000→ 5,500,000 total
  • Sale

    Common Stock

    2017-11-17$18.00/sh−1,225,278$22,055,004→ 0 total
  • Tax Payment

    Common Stock

    2017-11-17$18.00/sh−4,274,722$76,944,996→ 0 total
  • Exercise of In-Money

    Warrants

    2017-11-17−5,500,000→ 0 total(indirect: See footnote)
    Exercise: $13.99From: 2015-08-06Exp: 2022-08-06→ Common Stock (5,500,000 underlying)
Lumos Investment Holdings, Ltd.
Other
Transactions
  • Exercise of In-Money

    Common Stock

    2017-11-17$13.99/sh+5,500,000$76,945,000→ 5,500,000 total
  • Tax Payment

    Common Stock

    2017-11-17$18.00/sh−4,274,722$76,944,996→ 0 total
  • Sale

    Common Stock

    2017-11-17$18.00/sh−1,225,278$22,055,004→ 0 total
  • Exercise of In-Money

    Warrants

    2017-11-17−5,500,000→ 0 total(indirect: See footnote)
    Exercise: $13.99From: 2015-08-06Exp: 2022-08-06→ Common Stock (5,500,000 underlying)
Footnotes (3)
  • [F1]Lumos 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)
  • [F2]the 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.
  • [F3]The 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.

Documents

1 file

Issuer

Lumos Networks Corp.

CIK 0001520744

→
Entity typeother
IncorporatedDE

Related Parties

1
  • filerCIK 0001554913

Filing Metadata

Form type
4
Filed
Nov 16, 7:00 PM ET
Accepted
Nov 17, 4:03 PM ET
Size
20.7 KB
View on SEC.gov