SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MARATHON ASSET MANAGEMENT LP

(Last)

(First)

(Middle)

ONE BRYANT PARK, 38TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FAIRPOINT COMMUNICATIONS INC [ FRP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	03/31/2011		S		156,102	D	$16.8334⁽¹⁾	1,741,275	I	See footnote⁽⁴⁾
Common Stock, par value $0.01 per share	04/01/2011		S		15,120	D	$17.3202⁽²⁾	1,726,155	I	See footnote⁽⁴⁾
Common Stock, par value $0.01 per share	04/04/2011		S		101,561	D	$16.9606⁽³⁾	1,624,594	I	See footnote⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The sales price of the shares of Common Stock, par value $0.01 per share ("Shares"), of FairPoint Communications, Inc. (the "Company"), reported in Column 4 of this report is a weighted-average price. The Shares sold on March 31, 2011, were sold in multiple transactions at prices ranging from $16.8000 to $16.9000, inclusive. Marathon Asset Management, L.P. (the "Reporting Person") undertakes to provide to the Company, any security holder of the Company, or the Staff of the Securities and Exchange Commission, upon request, full and complete information regarding the number of Shares sold at each separate price within the range set forth in this footnote (1).

2. The sales price of the Shares of the Company reported in Column 4 of this report is a weighted-average price. The Shares sold on April 1, 2011, were sold in multiple transactions at prices ranging from $17.1990 to $17.4700, inclusive. The Reporting Person undertakes to provide to the Company, any security holder of the Company, or the Staff of the Securities and Exchange Commission, upon request, full and complete information regarding the number of Shares sold at each separate price within the range set forth in this footnote (2).

3. The sales price of the Shares of the Company reported in Column 4 of this report is a weighted-average price. The Shares sold on April 4, 2011, were sold in multiple transactions at prices ranging from $16.8743 to $17.1500, inclusive. The Reporting Person undertakes to provide to the Company, any security holder of the Company, or the Staff of the Securities and Exchange Commission, upon request, full and complete information regarding the number of Shares sold at each separate price within the range set forth in this footnote (3).

4. The Shares of the Company reported herein are held by one or more funds and accounts (the "Funds and Accounts") advised by the Reporting Person. The Reporting Person, in its capacity as the investment manager of the Funds and Accounts, has sole power to vote and direct the disposition of all Shares held by the Funds and Accounts. Thus, for the purposes of Reg. Section 240.13d-3, the Reporting Person may be deemed to beneficially own 1,624,594 Shares. The Reporting Person's interest in such securities is limited to the extent of its pecuniary interest in the Funds and Accounts, if any. This report shall not be deemed an admission that the Reporting Person, each Fund and Account or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Remarks:

	by: /s/ Louis Hanover, Authorized Person of Marathon Asset Management GP, L.L.C., general partner of Marathon Asset Management, L.P.	04/04/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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