0001127602-17-032579.txt : 20171117
0001127602-17-032579.hdr.sgml : 20171117
20171117152713
ACCESSION NUMBER: 0001127602-17-032579
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20171117
FILED AS OF DATE: 20171117
DATE AS OF CHANGE: 20171117
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ANDERSON DIEGO B
CENTRAL INDEX KEY: 0001602420
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35180
FILM NUMBER: 171210781
MAIL ADDRESS:
STREET 1: LUMOS NETWORKS CORP.
STREET 2: ONE LUMOS PLAZA
CITY: WAYNESBORO
STATE: VA
ZIP: 22980
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Lumos Networks Corp.
CENTRAL INDEX KEY: 0001520744
STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813]
IRS NUMBER: 800697274
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: ONE LUMOS PLAZA
STREET 2: P.O. BOX 1068
CITY: WAYNESBORO
STATE: VA
ZIP: 22980
BUSINESS PHONE: 540-946-2000
MAIL ADDRESS:
STREET 1: ONE LUMOS PLAZA
STREET 2: P.O. BOX 1068
CITY: WAYNESBORO
STATE: VA
ZIP: 22980
FORMER COMPANY:
FORMER CONFORMED NAME: NTELOS Wireline One Inc.
DATE OF NAME CHANGE: 20110513
4
1
form4.xml
PRIMARY DOCUMENT
X0306
4
2017-11-17
1
0001520744
Lumos Networks Corp.
LMOS
0001602420
ANDERSON DIEGO B
C/O LUMOS NETWORKS CORP.
ONE LUMOS PLAZA
WAYNESBORO
VA
22980
1
SVP & General Manager
Common Stock, Par Value $0.01 Per Share
2017-11-17
4
M
0
14858
11.31
A
66248
D
Common Stock, Par Value $0.01 Per Share
2017-11-17
4
M
0
8135
12.80
A
74383
D
Common Stock, Par Value $0.01 Per Share
2017-11-17
4
M
0
3801
13.77
A
78184
D
Common Stock, Par Value $0.01 Per Share
2017-11-17
4
M
0
3801
14.23
A
81985
D
Common Stock, Par Value $0.01 Per Share
2017-11-17
4
M
0
3801
15.33
A
85786
D
Common Stock, Par Value $0.01 Per Share
2017-11-17
4
M
0
4042
15.52
A
89828
D
Common Stock, Par Value $0.01 Per Share
2017-11-17
4
M
0
2534
16.83
A
92362
D
Common Stock, Par Value $0.01 Per Share
2017-11-17
4
F
0
30121
18.00
D
62241
D
Common Stock, Par Value $0.01 Per Share
2017-11-17
4
D
0
62241
18.00
D
0
D
Common Stock, Par Value $0.01 Per Share
2017-11-17
4
D
0
3595.48
18.00
D
0
I
By 401(k) plan
Stock Option (Right to Buy)
11.31
2017-11-17
4
M
0
14858
0
D
Common Stock
14858
16748
D
Stock Option (Right to Buy)
12.80
2017-11-17
4
M
0
8135
0
D
Common Stock
8135
0
D
Stock Option (Right to Buy)
13.77
2017-11-17
4
M
0
3801
0
D
Common Stock
3801
0
D
Stock Option (Right to Buy)
14.23
2017-11-17
4
M
0
3801
0
D
Common Stock
3801
0
D
Stock Option (Right to Buy)
15.33
2017-11-17
4
M
0
3801
0
D
Common Stock
3801
0
D
Stock Option (Right to Buy)
15.52
2017-11-17
4
M
0
4042
0
D
Common Stock
4042
0
D
Stock Option (Right to Buy)
16.83
2017-11-17
4
M
0
2534
0
D
Common Stock
2534
0
D
Stock Option (Right to Buy)
11.31
2017-11-17
4
D
0
16748
D
Common Stock
16748
0
D
Stock Option (Right to Buy)
20.58
2017-11-17
4
D
0
10000
D
Common Stock
10000
0
D
Shares withheld by Lumos Networks Corp., a Delaware corporation (the "Company"), for net settlement of option cost for stock options exercised immediately prior to the Merger (defined below).
Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") among the Company, MTN Infrastructure TopCo, Inc., a Delaware corporation ("Parent"), and MTN Infrastructure BidCo, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), on November 17, 2017, Merger Sub merged with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent (the "Merger"). Immediately prior to the effective time of the Merger, shares of Company restricted stock automatically vested and the restrictions thereon lapsed. This represents shares disposed of pursuant to the Merger Agreement and related transactions upon completion of the Merger. These dispositions are exempt under Rule 16b-3(e).
Pursuant to the Merger Agreement, these stock options were exercised immediately prior to the Merger and were net settled in shares.
Immediately prior to the effective time of the Merger, each option to purchase shares of Company common stock that was then outstanding automatically vested and was cancelled and entitled the option holder to receive an amount in cash equal to the product of (i) the total number of shares of Company common stock subject to the option and (ii) the amount, if any, by which the $18.00 merger consideration exceeded the applicable exercise price per share of Company common stock underlying the option (less any applicable withholding taxes).
/s/ Mary McDermott, attorney-in-fact for Diego B. Anderson
2017-11-17
EX-24
2
doc1.txt
POWER OF ATTORNEY (PUBLIC):
POWER OF ATTORNEY
Know by all these present, that the undersigned hereby constitutes and appoints
each of Mary McDermott and Johan G. Broekhuysen, signing singly, the
undersigned's true and lawful attorney-in-fact to:
1. Execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of Lumos Networks Corp. (the "Company"), Forms
3, 4 and 5 in accordance with Section 16(a) of the Securities and Exchange Act
of 1934 and the rules thereunder;
2. Do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4 or 5,
complete and execute any amendments or amendments thereto, and timely file such
form with the United States Securities and Exchange Commission and any stock
exchange or similar authority; and
3. Take any other action of any type whatsoever in connection with the
foregoing which,in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of orlegally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve
in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and
powers herein granted, as fully to all intents and purposes as the undersigned
might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact,
or such attorney in fact's substitute or substitutes shall lawfully do or cause
to be done by virtue of this power ofattorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Securities Act of 1934.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in asigned writing delivered to the
foregoing attorneys in fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the 20th day of June 2017
/s/ Diego B. Anderson
Diego B. Anderson