-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WqrM4fV5PyyvbBI5lOYbSPNo16CMVlxZZEenQ2/nvQHde9F6SyrYsCodercAhwo7 +gswvbsBUb7ba1kf/o6OBA== 0001104659-11-003156.txt : 20110126 0001104659-11-003156.hdr.sgml : 20110126 20110126162910 ACCESSION NUMBER: 0001104659-11-003156 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110124 FILED AS OF DATE: 20110126 DATE AS OF CHANGE: 20110126 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 FORMER COMPANY: FORMER CONFORMED NAME: MJD COMMUNICATIONS INC DATE OF NAME CHANGE: 19980527 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nixon Peter G CENTRAL INDEX KEY: 0001315612 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32408 FILM NUMBER: 11549705 MAIL ADDRESS: STREET 1: FAIRPOINT COMMUNICATIONS, INC. STREET 2: 521 E. MOREHEAD STREET, SUITE 250 CITY: CHARLOTTE STATE: NC ZIP: 28202 4 1 a4.xml 4 X0303 4 2011-01-24 0 0001062613 FAIRPOINT COMMUNICATIONS INC FRP 0001315612 Nixon Peter G C/O FAIRPOINT COMMUNICATIONS, INC. 521 E. MOREHEAD ST., SUITE 500 CHARLOTTE NC 28202 0 1 0 0 President Common stock, par value $0.01 per share 2011-01-24 4 J 0 108002 D 0 D Common stock, par value $0.01 per share 2011-01-24 4 J 0 27000 A 27000 D Stock Options (2000 Employee Stock Incentive Plan) 2011-01-24 4 J 0 32205 D Common stock, par value $0.01 per share 32205 0 D Stock Options (2010 Long Term Incentive Plan) 2011-01-24 4 J 0 8250 A 2011-01-24 2021-01-24 Common stock, par value $0.01 per share 8250 8250 D Stock Options (2010 Long Term Incentive Plan) 2011-01-24 4 J 0 8250 A 2012-01-24 2021-01-24 Common stock, par value $0.01 per share 8250 8250 D Stock Options (2010 Long Term Incentive Plan) 2011-01-24 4 J 0 8250 A 2013-01-24 2021-01-24 Common stock, par value $0.01 per share 8250 8250 D Stock Options (2010 Long Term Incentive Plan) 2011-01-24 4 J 0 8250 A 2014-01-24 2021-01-24 Common stock, par value $0.01 per share 8250 8250 D 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 Third Amended Joint Plan of Reorganization of FairPoint Communications, Inc. and its Subsidiaries (the "Plan"), 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 the effectiveness of the Plan, were cancelled on January 24, 2011 (the "Effective Date"). This Form 4 is being filed to report the cancellation of all of the Reporting Person's Equity Interests. On October 26, 2009, the Company and substantially all of its direct and indirect subsidiaries filed the Chapter 11 Cases. In accordance with the Plan and the Company's 2010 Long Term Incentive Plan (the "LTIP"), restricted shares of the Company's common stock, par value $0.01 per share ("Common Stock"), were distributed by the Company on the Effective Date. This Form 4 is being filed to report the 27,000 restricted shares of Common Stock acquired by the Reporting Person. 6,750 of these restricted shares vested on the Effective Date, with the remainder to vest in three equal annual installments, commencing on the first anniversary of the Effective Date. No consideration was paid by the Reporting Person for these restricted shares. On October 26, 2009, the Company and substantially all of its direct and indirect subsidiaries filed the Chapter 11 Cases. In accordance with the Plan and the LTIP, stock options were distributed by the Company on the Effective Date. This Form 4 is being filed to report the 33,000 stock options acquired by the Reporting Person. Pursuant to the LTIP, the exercise price of the stock options shall be the lesser of (x) $36.03 per share of Common Stock and (y) the weighted average trading price of a share of Common Stock for the first 20 trading days following the Effective Date, but in no event less than $19.28 per share, subject to any adjustment in accordance with the LTIP. No consideration was paid by the Reporting Person for these stock options. /s/ Peter G. Nixon 2011-01-24 -----END PRIVACY-ENHANCED MESSAGE-----