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 |
|
|||||||||||||||
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
FAIRPOINT COMMUNICATIONS INC [ FRP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 05/05/2008 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 |
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 | ||||||||
Performance Units(1) | (2) | 05/05/2008 | A | 28,167(3) | (4) | (4) | Common Stock, par value $.01 per share | 28,167 | (5) | 64,337 | D |
Explanation of Responses: |
1. These derivative securities are performance units ("Performance Units") issued pursuant to the FairPoint Communications, Inc. (the "Company") 2008 Long Term Incentive Plan (the "2008 Plan"). If the 2008 Plan is not approved by the Company's stockholders, the Company will pay Mr. Nixon cash in satisfaction of Performance Units earned. |
2. These derivative securities do not have an exercise price. |
3. Reported number is based on the Company achieving a value on its common stock, par value $0.01 per share ("Common Stock"), of $25.94 or higher on December 31, 2009. The actual number of Performance Units earned by Mr. Nixon will be based on the table set forth in Exhibit 99.1 hereto (and incorporated herein by reference) and the value of the Company's Common Stock as of December 31, 2009. The number of Performance Units earned for a value between any of the amounts in the table set forth in Exhibit 99.1 will be determined by linear interpolation. For these purposes, "value" means the sum of (i) the average of the closing prices for shares of the Company's common stock during the 30 day trading period ending December 31, 2009 and (ii) all cash dividends paid by the Company with respect to a share of its common stock during the period from April 1, 2008 through December 31, 2009. |
4. These Performance Units are convertible on a one for one basis into shares of Common Stock based on the value of the Company's Common Stock on December 31, 2009. These Performance Units may be deemed earned and/or forfeited upon certain other events set forth in the Performance Unit Award Agreement under which the Performance Units were issued. |
5. No consideration was paid for these Performance Units. |
Remarks: |
/s/ Peter G. Nixon | 05/07/2008 | |
** 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). | ||
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. |