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^*

DeRiggi Mario

(Last)

(First)

(Middle)

600 WILLOWBROOK OFFICE PARK

ONE PAETEC PLAZA

(Street)

FAIRPORT

14450

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/02/2010

3. Issuer Name and Ticker or Trading Symbol
PAETEC Holding Corp. [ PAET ]

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

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

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	324,378⁽¹⁾	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)
Employee Stock Option	⁽²⁾	03/20/2014	Common Stock	81	$3.39	D
Employee Stock Option	⁽³⁾	03/31/2014	Common Stock	24,345	$3.39	D
Employee Stock Option	⁽⁴⁾	03/31/2015	Common Stock	162	$3.86	D
Employee Stock Option	⁽⁵⁾	12/29/2015	Common Stock	10,144	$1.24	D
Employee Stock Option	⁽⁶⁾	03/03/2018	Common Stock	10,000	$7.64	D
Employee Stock Option	⁽⁷⁾	03/02/2019	Common Stock	10,000	$1.28	D

Explanation of Responses:

1. Includes awards of restricted stock units, 37,329 of which vest on 8/11/2010, 25,000 of which vest on 2/22/2011 and 25,000 of which vest on 2/22/2012. The remaining 20,000 restricted stock units will vest in four equal annual installments beginning in March 2010 subject to the Issuer attaining a specified percentage increase in the Issuer's stock price in the first year. The reporting person was also granted additional restricted stock units not reflected in Table I of which one award will vest in three equal annual installments and one award will vest in two equal annual installments, in each case subject to the satisfaction of other specified performance conditions.

2. The option vested in four equal annual installments beginning on March 15, 2005.

3. The option vested in full on March 31, 2009.

4. The option vested in four equal annual installments beginning on March 15, 2006.

5. The option vested in four equal annual installments beginning on December 29, 2006.

6. The option vests in four equal annual installments beginning on March 3, 2009.

7. The option vests in four equal annual installments beginning on March 2, 2010.

Remarks:

	/s/ S. Shane Turley, Attorney-in-Fact	03/12/2010
	** 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.