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* BROEKHUYSEN JOHAN G (Last) (First) (Middle) C/O LUMOS NETWORKS CORP. ONE LUMOS PLAZA (Street) WAYNESBORO VA 22980 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Lumos Networks Corp. [ LMOS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) EVP Chief Financial Officer
	3. Date of Earliest Transaction (Month/Day/Year) 11/17/2017
	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, Par Value $0.01 Per Share	11/17/2017		M		20,523	A	$11.31	140,128	D
Common Stock, Par Value $0.01 Per Share	11/17/2017		M		4,281	A	$13.46	144,409	D
Common Stock, Par Value $0.01 Per Share	11/17/2017		M		6,829	A	$16.14	151,238	D
Common Stock, Par Value $0.01 Per Share	11/17/2017		F		22,219(1)	D	$18	129,019	D
Common Stock, Par Value $0.01 Per Share	11/17/2017		D(2)		129,019(2)	D	$18	0	D
Common Stock, Par Value $0.01 Per Share	11/17/2017		D(2)		2,149.78(2)	D	$18	0	I	By 401(k) plan

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
Stock Option (Right to Buy)	$11.31	11/17/2017		M			20,523	(3)	(3)	Common Stock	20,523	$0	0	D
Stock Option (Right to Buy)	$13.46	11/17/2017		M			4,281	(3)	(3)	Common Stock	4,281	$0	719	D
Stock Option (Right to Buy)	$16.14	11/17/2017		M			6,829	(3)	(3)	Common Stock	6,829	$0	93,171	D
Stock Option (Right to Buy)	$13.46	11/17/2017		D(4)			719	(4)	(4)	Common Stock	719	(4)	0	D
Stock Option (Right to Buy)	$16.14	11/17/2017		D(4)			93,171	(4)	(4)	Common Stock	93,171	(4)	0	D

Explanation of Responses:

1. 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).

2. 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).

3. Pursuant to the Merger Agreement, these stock options were exercised immediately prior to the Merger and were net settled in shares.

4. 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/ Johan G. Broekhuysen	11/17/2017
	** Signature of Reporting Person	Date
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