SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Lunny John Joseph

(Last)

(First)

(Middle)

C/O FAIRPOINT COMMUNICATIONS, INC.

521 E. MOREHEAD STREET, SUITE 500

(Street)

CHARLOTTE

28202

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/05/2013

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP & Chief Technology Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock, par value $0.01 per share⁽¹⁾	3,220⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options (2010 Long Term Incentive Plan)⁽²⁾	⁽²⁾	01/24/2021	Common stock, par value $0.01 per share	18,500⁽²⁾	$24.29	D
Stock Options (2010 Long Term Incentive Plan)⁽³⁾	⁽³⁾	01/24/2022	Common stock, par value $0.01 per share	6,500⁽³⁾	$4.56	D
Stock Options (2010 Long Term Incentive Plan)⁽⁴⁾	⁽⁴⁾	01/22/2023	Common stock, par value $0.01 per share	4,000⁽⁴⁾	$9.36	D

Explanation of Responses:

1. Includes 1,000 restricted shares of FairPoint Communications, Inc. (the "Company") common stock, par value $0.01 per share ("Common Stock"), issued pursuant to the Company's 2010 Long Term Incentive Plan (the "LTIP") granted on January 24, 2011. These restricted shares vest on January 24, 2014. No consideration was paid by the Reporting Person for these restricted shares.

2. Represents stock options issued pursuant to the LTIP granted on January 24, 2011. These stock options vested 25% on the grant date, 25% on January 24, 2012 and 25% on January 24, 2013, with the remainder to vest on January 24, 2014. No consideration was paid by the Reporting Person for these stock options.

3. Represents stock options issued pursuant to the LTIP granted on January 24, 2012. These stock options vested 25% on the grant date and 25% on January 24, 2013, with the remainder to vest in two equal installments on January 24, 2014 and January 24, 2015. No consideration was paid by the Reporting Person for these stock options.

4. Represents stock options issued pursuant to the LTIP granted on January 22, 2013. These stock options vested 25% on the grant date, with the remainder to vest in three equal annual installments, commencing on the first anniversary of the grant date. No consideration was paid by the Reporting Person for these stock options.

	/s/ John J. Lunny	09/11/2013
	** 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 5 (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.