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*
Reinke Jennifer Marie
(Last) (First) (Middle)
C/O TOLLGRADE COMMUNICATIONS, INC.
493 NIXON RD.
(Street)
CHESWICK PA 15024
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TOLLGRADE COMMUNICATIONS INC \PA\ [ TLGD ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
General Counsel and Secretary
3. Date of Earliest Transaction (Month/Day/Year)
05/10/2011
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)
Code V Amount (A) or (D) Price
Common stock 05/10/2011 D 1,111 D $10.1(1) 0 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Nonstatutory stock option $12.55 05/10/2011 D 150 03/20/2003(2) 03/20/2013 Common stock 150 $0(3) 0 D
Nonstatutory stock option $8.49 05/10/2011 D 6,666 10/10/2005(4) 10/10/2015 Common stock 6,666 $1.61(3) 0 D
Nonstatutory stock option $6.57 05/10/2011 D 6,500 01/28/2009(5) 01/28/2018 Common stock 6,500 $3.53(3) 0 D
Nonstatutory stock option $5.38 05/10/2011 D 2,000 01/26/2010(6) 01/26/2019 Common stock 2,000 $4.72(3) 0 D
Nonstatutory stock option $6.03 05/10/2011 D 25,000 12/10/2010(7) 12/10/2019 Common stock 25,000 $4.07(3) 0 D
Nonstatutory stock option $6.48 05/10/2011 D 20,000 06/17/2011(8) 06/17/2020 Common stock 20,000 $3.62(3) 0 D
Explanation of Responses:
1. Pursuant to the Agreement and Plan of Merger, dated February 21, 2011, among Tollgrade Communications, Inc. ("Tollgrade"), Talon Holdings, Inc. and Talon Merger Sub, Inc. (the "Merger Agreement"), effective as of May 10, 2011, shares of Tollgrade common stock were automatically canceled and converted into the right to receive $10.10 per share in cash.
2. Options were exercisable in three equal installments on 3/23/03, 3/23/04 and 3/23/05.
3. Pursuant to the Merger Agreement, effective as of May 10, 2011, each stock option was canceled and converted into the right to receive an amount in cash equal to the product of (a) the excess, if any, of $10.10 over the exercise price of such stock option, multiplied by (b) the number of shares which otherwise could have been purchased upon the exercise of such stock option, without regard to whether such stock option was then vested. Any stock option with an exercise price equal to or greater than $10.10 was canceled without the right to payment.
4. Options were exercisable in three equal installments on 10/10/05, 10/10/06 and 10/10/07.
5. Options were exercisable in three equal installments on 1/28/09, 1/28/10, 1/28/11.
6. Options were exercisable in three equal installments on 1/26/10, 1/26/11 and 1/26/12.
7. Options were exercisable in three equal installments on 12/10/10, 12/10/11 and 12/10/12.
8. Options were scheduled to vest in three equal installments on 6/17/11, 6/17/12 and 6/17/13.
/s/Jennifer M. Reinke 05/12/2011
** 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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