KEATING BRIAN G 4

4 · CINCINNATI BELL INC · Filed Feb 4, 2013

Form 4

Period: 2013-01-31

Vice President

Transactions

Award
Common Stock
[F1]
2013-01-31$4.75/sh+37,468$177,973→ 69,780 total
Tax Payment
Common Stock
[F2]
2013-01-31$4.75/sh−13,060$62,035→ 56,720 total
Award
Stock Appreciation Right
[F5][F6]
2013-01-31+25,974→ 25,974 total
Exercise: $3.40From: 2013-01-31Exp: 2022-01-27→ Common Stock (25,974 underlying)

Holdings

Common Stock
(indirect: By Trust)
6,745.961
Option to Buy
[F3]
Exercise: $5.66From: 2004-12-04Exp: 2013-12-04→ Common Stock (51,000 underlying)
51,000
Option to Buy
[F3]
Exercise: $4.00From: 2005-12-01Exp: 2015-12-01→ Common Stock (50,000 underlying)
50,000
Option to Buy
[F3]
Exercise: $4.74From: 2007-12-08Exp: 2016-12-08→ Common Stock (50,000 underlying)
50,000
Option to Buy
[F4]
Exercise: $4.91From: 2008-12-07Exp: 2017-12-07→ Common Stock (50,000 underlying)
50,000
Option to Buy
[F4]
Exercise: $2.91From: 2011-01-29Exp: 2020-01-29→ Common Stock (50,638 underlying)
50,638
Stock Appreciation Right
[F5]
Exercise: $2.54From: 2011-12-07Exp: 2020-12-07→ Common Stock (36,623 underlying)
33,806

Footnotes (6)

[F1]Common shares issued upon vesting of performance units granted under the Cincinnati Bell Inc. 2007 Long Term Incentive Plan, which is a Rule 16b-3 plan.
[F2]Surrender of common shares to cover tax liabilities upon vesting of performance units.
[F3]Option shares granted under the Cincinnati Bell Inc. 1997 Long Term Incentive Plan which is a Rule 16b-3 Plan.
[F4]Option shares granted under the Cincinnati Bell Inc. 2007 Long Term Incentive Plan which is a Rule 16b-3 Plan.
[F5]Cash-settled Stock Appreciation Right (SAR) granted under the Cincinnati Bell Inc. 2007 Long Term Incentive Plan which is a Rule 16b-3 Plan.
[F6]On January 27, 2012, the reporting person was granted a cash-settled Stock Appreciation Right (SAR) as to 51,948 common shares. The SAR vests in three installments based on the Company's satisfaction of certain performance criteria for the fiscal years ending December 31, 2012, 2013 and 2014. The performance criteria for 2012 were met, resulting in vesting of the SAR as to 25,974 shares.

Signature

Christopher J. Wilson, Attorney-in-Fact for Brian G. Keating|2013-02-04

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