SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Alterman Louis M

(Last)

(First)

(Middle)

1170 PEACHTREE STREET NE, SUITE 900

(Street)

ATLANTA

30309

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/28/2014

3. Issuer Name and Ticker or Trading Symbol
EarthLink Holdings Corp. [ ELNK ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP Strategy, Ops & Transform

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	36,564	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options⁽¹⁾	09/12/2006	09/12/2015	Common Stock	3,000	$10.36	D
Stock Options⁽¹⁾	02/08/2009	02/08/2018	Common Stock	1,500	$7.16	D
Stock Options⁽²⁾	02/16/2013	02/16/2022	Common Stock	60,366	$7.51	D
Stock Options⁽³⁾	02/20/2014	02/20/2023	Common Stock	59,496	$6.08	D
Restricted Stock Units⁽⁴⁾	10/01/2015	10/01/2022	Common Stock	5,000	⁽⁴⁾	D
Restricted Stock Units⁽⁵⁾	02/16/2015	02/16/2022	Common Stock	4,813	⁽⁵⁾	D
Restricted Stock Units⁽⁶⁾	02/20/2016	02/20/2023	Common Stock	15,720	⁽⁶⁾	D
Restricted Stock Units⁽⁷⁾	02/20/2015	02/20/2024	Common Stock	52,886	⁽⁷⁾	D

Explanation of Responses:

1. Stock options are fully vested and exercisable.

2. The stock options vest as follows: 15,091 vested on February 16, 2013, 15,092 vested on February 16, 2014,15,091 will vest on February 16, 2015 and 15,092 will vest on February 16, 2016.

3. The stock options vest as follows: 14,874 vested on February 20, 2014 and 14,874 will vest on each of February 20, 2015, February 20, 2016 and February 20, 2017.

4. The Restricted Stock Units vest and become exercisable on October 1, 2015. Vested Restricted Stock Units will be converted and distributed to the Reporting Person, without payment, in shares of Common Stock on a unit-for-share basis.

5. The Restricted Stock Units vest and become exercisable on February 16, 2015, depending on the level of successful completion of certain Company performance objectives. Vested Restricted Stock Units will be converted and distributed to the Reporting Person, without payment, in shares of Common Stock on a unit-for-share basis.

6. The Restricted Stock Units vest and become exercisable on February 20, 2016. Vested Restricted Stock Units will be converted and distributed to the Reporting Person, without payment, in shares of Common Stock on a unit-for-share basis.

7. 50% of the Restricted Stock Units are performance-based and 50% are time-based. The time-based Restricted Stock Units vest ratably on each of February 20, 2015, February 20, 2016 and February 20, 2017. The performance-based Restricted Stock Units will be earned depending on the level of successful completion during 2014 of certain Company performance objectives, with full vesting of Restricted Stock Units earned on February 20, 2017. Vested Restricted Stock Units will be converted and distributed to the Reporting Person, without payment, in shares of Common Stock on a unit-for-share basis.

	/s/ Louis M. Alterman	10/30/2014
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.