0000895813-17-000046.txt : 20170706 0000895813-17-000046.hdr.sgml : 20170706 20170706153722 ACCESSION NUMBER: 0000895813-17-000046 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170703 FILED AS OF DATE: 20170706 DATE AS OF CHANGE: 20170706 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FAIRPOINT COMMUNICATIONS INC CENTRAL INDEX KEY: 0001062613 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 133725229 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 521 EAST MOREHEAD ST STREET 2: STE 250 CITY: CHARLOTTE STATE: NC ZIP: 28202 BUSINESS PHONE: 7043448150 MAIL ADDRESS: STREET 1: 521 EAST MOREHEAD ST STREET 2: STE 250 CITY: CHARLOTTE STATE: NC ZIP: 28202 FORMER COMPANY: FORMER CONFORMED NAME: MJD COMMUNICATIONS INC DATE OF NAME CHANGE: 19980527 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: METGE BRUCE F CENTRAL INDEX KEY: 0001262069 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32408 FILM NUMBER: 17951993 MAIL ADDRESS: STREET 1: 521 E. MOREHEAD STREET, SUITE 500 CITY: CHARLOTTE STATE: NC ZIP: 28202 4 1 xf4_metge-07062017.xml X0306 4 2017-07-03 1 0001062613 FAIRPOINT COMMUNICATIONS INC FRP 0001262069 METGE BRUCE F C/O FAIRPOINT COMMUNICATIONS, INC. 521 E. MOREHEAD STREET, SUITE 500 CHARLOTTE NC 28202 0 1 0 0 EVP, Chief Legal Officer Common Stock, par value $0.01 per share 2017-07-03 4 F 0 5274 D 11961 D Common Stock, par value $0.01 per share 2017-07-03 4 D 0 11961 D 0 D Stock Options 14.16 2017-07-03 4 D 0 20000 D 2026-09-06 Common Stock 20000 0 D Pursuant to an agreement and plan of merger (as amended, the "Merger Agreement") among FairPoint Communications, Inc. ("FairPoint"), Consolidated Communications Holdings, Inc. ("Consolidated") and Falcon Merger Sub, Inc., each of the Reporting Person's FairPoint restricted shares issued pursuant to The FairPoint Communications, Inc. Amended and Restated 2010 Long Term Incentive Plan, to the extent outstanding and subject to vesting or forfeiture conditions (whether time-based or performance-based), became fully vested or released from such forfeiture conditions as of the effective time of the merger. In connection with the merger, 5,274 FairPoint restricted shares were forfeited by the Reporting Person to satisfy applicable withholding tax obligations with respect to the vesting of restricted shares on such date. No consideration was received by the Reporting Person for the Reporting Person's forfeiture of the restricted shares. Disposed of pursuant to the Merger Agreement in exchange for 8,731 shares of Consolidated common stock having a market value of $21.47 per share on the last complete trading day prior to the effective date of the merger. This option, which provided for vesting in three equal installments beginning September 6, 2017, became fully vested in the merger and was automatically canceled in exchange for the right to receive 943 shares (net of shares surrendered for the payment of taxes) of Consolidated common stock (after taking into account the exercise price) having a market value of $21.47 per share on the last complete trading day prior to the effective date of the merger. /s/ Garrett Van Osdell, Power of Attorney 2017-07-06 EX-24 2 xex24-metge.htm POWER OF ATTORNEY

Power of Attorney

The undersigned hereby constitutes and appoints Garrett Van Osdell of FairPoint Communications, Inc. (the “Company”) as the undersigned’s true and lawful attorney-in-fact to:

(1)

execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer, director and/or a stockholder owning more than 10% of the Company common stock, Forms 3, 4 and 5 in accordance with Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder;

(2)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms 3, 4 or 5 and timely file such forms with the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and

(3)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of such substitution or revocation, hereby ratifying and confirming all that each attorney-in-fact, or each attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to any of the foregoing attorneys-in-fact.

The undersigned hereby revokes any Power of Attorney granted by the undersigned prior to the date hereof to agents or employees of the Company with respect to the matters set forth in paragraphs (1), (2) and (3) above.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 3rd day of July, 2017.

By: /s/ Bruce F. Metge

Name: Bruce F. Metge