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^*

Ferguson Bradley A

(Last)

(First)

(Middle)

1170 PEACHTREE STREET, SUITE 900

(Street)

ATLANTA

30309

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EarthLink Holdings Corp. [ ELNK ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Consumer & Small Business

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2015

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⁽¹⁾	08/11/2015		M		84,033	A	$6.08	174,724	D
Common Stock⁽¹⁾	08/11/2015		F		66,765	D	$8.79	107,959	D
Common Stock⁽¹⁾	08/11/2015		M		93,750	A	$7.51	201,709	D
Common Stock⁽¹⁾	08/11/2015		F		84,651	D	$8.79	117,058	D
Common Stock⁽¹⁾	08/11/2015		M		3,281	A	$6.9	120,339	D
Common Stock⁽¹⁾	08/11/2015		F		2,811	D	$8.79	117,528	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)
Stock options⁽¹⁾	$6.08	08/11/2015		M			84,033	02/20/2014	02/20/2023	Common Stock	84,033	$6.08	513,388⁽²⁾	D
Stock options⁽¹⁾	$7.51	08/11/2015		M			93,750	02/16/2013	02/16/2022	Common Stock	93,750	$7.51	419,638⁽³⁾	D
Stock options⁽¹⁾	$6.9	08/11/2015		M			3,281	10/24/2007	10/24/2016	Common Stock	3,281	$6.9	416,357⁽⁴⁾	D

Explanation of Responses:

1. On August 11, 2015, Mr. Ferguson exercised a total of 181,064 stock options by using a "net exercise" procedure and received 26,837 shares of common stock. No shares were sold in the public markets. On exercising these options, Mr. Ferguson became a stockholder of record with regard to these additional shares of common stock and accordingly will receive quarterly dividends on these shares.

2. Includes options to purchase 241,066 shares of common stock and 272,322 Restricted Stock Units.

3. Includes options to purchase 147,316 shares of common stock and 272,322 Restricted Stock Units.

4. Includes options to purchase 144,035 shares of common stock and 272,322 Restricted Stock Units.

	/s/ Bradley A. Ferguson	08/13/2015
	** 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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