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^*

ZRNO JOHN M

(Last)

(First)

(Middle)

221 EAST FOURTH STREET

(Street)

CINCINNATI

45202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CINCINNATI BELL INC [ CBB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2016

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								25,000	I	By Family Limited Partnership⁽¹⁾
Common Stock⁽²⁾	04/29/2016		A		23,560	A	$3.82	153,094	D

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)
Option to Buy⁽³⁾	$4.62							01/03/2007	01/03/2017	Common Stock	48,400		48,400	D
Option to Buy⁽⁴⁾	$5.31							05/03/2007	05/03/2017	Common Stock	9,000		9,000	D
Phantom Shares	⁽⁵⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	6,000		13,500	D
Phantom Shares	⁽⁵⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	6,000		19,500	D
Phantom Shares	⁽⁵⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	6,000		25,500	D
Phantom Shares	⁽⁵⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	6,000		31,500	D
Phantom Shares	⁽⁵⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	6,000		37,500	D
Phantom Shares	⁽⁵⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	6,000		43,500	D
Phantom Shares	⁽⁵⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	6,000		49,500	D

Explanation of Responses:

1. Shares held by Zrno Family Limited Partnership

2. Restricted Stock Units (RSUs) granted under the 2007 Stock Option Plan for Non-Employee Directors, which is a Rule 16b-3 plan. The RSUs vest on the first anniversary of the grant date. Each RSU constitutes a right to receive one share of Cincinnati Bell Common Stock upon vesting.

3. Option shares granted under the 1997 Stock Option Plan for Non-Employee Directors which is a Rule 16b-3 Plan. Under the terms of 1997 Stock Option Plan for Non-Employee Directors which is a Rule 16b-3 Plan, reporting person elected to defer a percentage of his annual retainer fee and per meeting fees in exchange for options.

4. Option shares granted under the 2007 Stock Option Plan for Non-Employee Directors which is a Rule 16b-3 Plan.

5. One for one conversion.

6. Phantom shares are payable in cash following retirement or termination of the reporting person's affiliation with the Company.

Remarks:

	Christopher J. Wilson, Attorney-in-fact for John M. Zrno	05/03/2016
	** 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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