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^*

TUTTLE MICHAEL R

(Last)

(First)

(Middle)

C/O FAIRPOINT COMMUNICATIONS, INC.

521 E. MOREHEAD ST., SUITE 500

(Street)

CHARLOTTE

28202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FAIRPOINT COMMUNICATIONS INC [ FRP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/24/2011

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)
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, par value $0.01 per share (1)	01/24/2011		J⁽¹⁾		250⁽¹⁾	D	⁽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)
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)
Restricted Units⁽²⁾	⁽²⁾	01/24/2011		J⁽²⁾			27,161	⁽²⁾	⁽²⁾	Common Stock, par value $0.01 per share	27,161	⁽²⁾	0	D

Explanation of Responses:

1. On October 26, 2009, FairPoint Communications, Inc. (the "Company") and substantially all of its direct and indirect subsidiaries filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York (Case No. 09-16335) (collectively, the "Chapter 11 Cases"). Pursuant to the Company's chapter 11 plan of reorganization, any interest evidencing an ownership interest in the Company, whether or not transferable, and all options, warrants or rights, contractual or otherwise, to acquire any such interests (collectively, the "Equity Interests"), that were outstanding prior to January 24, 2011 (the "Effective Date"), were cancelled on the Effective Date. Accordingly, this Form 4 is being filed to report the cancellation of all of the Reporting Person's Equity Interests, which include 250 shares of the Company's common stock, par value $0.01 per share, as reported on Table I.

2. On October 26, 2009, the Company and substantially all of its direct and indirect subsidiaries filed the Chapter 11 Cases. Pursuant to the Company's chapter 11 plan of reorganization, any Equity Interests that were outstanding prior to the Effective Date were cancelled on the Effective Date. Accordingly, this Form 4 is being filed to report the cancellation of all of the Reporting Person's Equity Interests, which include 27,161 restricted units issued pursuant to the FairPoint Communications, Inc. 2008 Long Term Incentive Plan and the FairPoint Communications, Inc. 2005 Stock Incentive Plan, as reported on Table II.

	/s/ Michael R. Tuttle	01/24/2011
	** 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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