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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* Wilson Keith M (Last) (First) (Middle) ONE PAETEC PLAZA 600 WILLOWBROOK OFFICE PARK (Street) FAIRPORT NY 14450 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PAETEC Holding Corp. [ PAET ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) EVP and CFO
	3. Date of Earliest Transaction (Month/Day/Year) 11/30/2011
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/30/2011		A		21,006(1)	A	$0	1,609,292	D
Common Stock	11/30/2011		F		408,377	D	$5.37	1,200,915	D
Common Stock	11/30/2011		D		1,200,915	D	(2)	0	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$7.64	11/30/2011		D			15,000	(3)	03/03/2018	Common Stock	15,000	(4)	0	D
Employee Stock Option (right to buy)	$1.28	11/30/2011		D			7,500	(3)	03/02/2019	Common Stock	7,500	(4)	0	D
Employee Stock Option (right to buy)	$3.87	11/30/2011		D			15,000	(3)	05/25/2020	Common Stock	15,000	(4)	0	D
Employee Stock Option (right to buy)	$3.96	11/30/2011		D			400,000	(3)	05/13/2021	Common Stock	400,000	(4)	0	D
Employee Stock Option (right to buy)	$4.74	11/30/2011		D			25,000	(3)	07/01/2021	Common Stock	25,000	(4)	0	D

Explanation of Responses:

1. Reflects the vesting of restricted stock units not previously required to be reported on Form 4 due to the fact that they were subject to the satisfaction of performance conditions. In accordance with the terms of the award agreements, these restricted stock units vested immediately prior to the closing of the merger of PAETEC Holding Corp. into a subsidiary of Windstream Corporation (the "Merger") pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 31, 2011. Upon vesting, each restricted stock unit was converted into one share of PAETEC Holding Corp. common stock.

2. Disposed of pursuant to the Merger Agreement, pursuant to which each share of common stock of PAETEC Holding Corp. was converted into 0.460 shares of common stock of Windstream Corporation and cash payable in lieu of any fractional shares of Windstream common stock.

3. In connection with the closing of the Merger pursuant to the Merger Agreement, the option became fully exercisable fifteen days prior to November 30, 2011.

4. Pursuant to the Merger Agreement, each outstanding option was assumed by Windstream Corporation and converted into an option to purchase a number of shares of Windstream common stock equal to the product of 0.460 multiplied by the number of shares of PAETEC common stock that would have been acquired upon the exercise of such option prior to the effective time of the Merger, with an exercise price equal to the exercise price for each share of PAETEC common stock prior to the effective time divided by 0.460.

Remarks:

	/s/ S. Shane Turley, Attorney-in-Fact	12/02/2011
	** 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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