0001102541-17-000026.txt : 20170227 0001102541-17-000026.hdr.sgml : 20170227 20170227163650 ACCESSION NUMBER: 0001102541-17-000026 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170227 FILED AS OF DATE: 20170227 DATE AS OF CHANGE: 20170227 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EarthLink Holdings, LLC CENTRAL INDEX KEY: 0001102541 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 582511877 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4001 RODNEY PARHAM ROAD CITY: LITTLE ROCK STATE: AR ZIP: 72212 BUSINESS PHONE: 501-748-7000 MAIL ADDRESS: STREET 1: 4001 RODNEY PARHAM ROAD CITY: LITTLE ROCK STATE: AR ZIP: 72212 FORMER COMPANY: FORMER CONFORMED NAME: EarthLink Holdings Corp. DATE OF NAME CHANGE: 20140102 FORMER COMPANY: FORMER CONFORMED NAME: EARTHLINK INC DATE OF NAME CHANGE: 20000208 FORMER COMPANY: FORMER CONFORMED NAME: WWW HOLDINGS INC DATE OF NAME CHANGE: 20000104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ferguson Bradley A CENTRAL INDEX KEY: 0001434773 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15605 FILM NUMBER: 17642287 MAIL ADDRESS: STREET 1: 1170 PEACHTREE STREET, SUITE 900 CITY: ATLANTA STATE: GA ZIP: 30309 4 1 primary_doc.xml PRIMARY DOCUMENT X0306 4 2017-02-27 0 0001102541 EarthLink Holdings, LLC ELNK 0001434773 Ferguson Bradley A 1170 PEACHTREE STREET, SUITE 900 ATLANTA GA 30309 0 1 0 0 EVP, Corp Dev, Consumer & SB Common Stock 2017-02-27 4 D 0 229929 D 0 D Restricetd Stock Units 2017-02-27 4 D 0 149757 D Common Stock 149757 0 D Stock Options 2017-02-27 4 D 0 115284 D Common Stock 115284 0 D Disposition pursuant to the Agreement and Plan of Merger, dated as of November 5, 2016 (the "Merger Agreement"), by and among EarthLink, Windstream Holdings Corp. ("Windstream"), Europa Merger Sub, Inc. ("Merger Sub 1") and Europa Merger Sub, LLC ("Merger Sub 2") whereby Merger Sub 1 merged with and into EarthLink with EarthLink surviving as an indirect, wholly-owned subsidiary of Windstream (the "Merger") and, immediately thereafter, EarthLink merged with and into Merger Sub 2, with Merger Sub 2 surviving as an indirect, wholly-owned subsidiary of Windstream with the Merger being a transaction exempt under Rule 16b-3(e). Upon completion of the Merger, each outstanding share of EarthLink common stock was converted into 0.818 shares of Windstream common stock and each outstanding restricted stock unit of EarthLink was assumed by Windstream and converted into 0.818 restricted stock units of Windstream. At the effective time of the Merger, each outstanding option to purchase EarthLink common stock was cancelled and converted into the right to receive shares of Windstream common stock, determined by a ratio set forth in the Merger Agreement. /s/ Bradley A. Ferguson 2017-02-27