0001127602-17-032589.txt : 20171117 0001127602-17-032589.hdr.sgml : 20171117 20171117154120 ACCESSION NUMBER: 0001127602-17-032589 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171117 FILED AS OF DATE: 20171117 DATE AS OF CHANGE: 20171117 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: McCourt Joseph E. Jr. CENTRAL INDEX KEY: 0001551254 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35180 FILM NUMBER: 171210853 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 0001551254 McCourt Joseph E. Jr. C/O LUMOS NETWORKS ONE LUMOS PLAZA WAYNESBORO VA 22980 1 EVP & Chief Revenue Officer Common Stock, Par Value $0.01 Per Share 2017-11-17 4 M 0 47056 8.50 A 96122 D Common Stock, Par Value $0.01 Per Share 2017-11-17 4 M 0 17682 11.31 A 113804 D Common Stock, Par Value $0.01 Per Share 2017-11-17 4 F 0 33330 18.00 D 80474 D Common Stock, Par Value $0.01 Per Share 2017-11-17 4 D 0 80474 18.00 D 0 D Common Stock, Par Value $0.01 Per Share 2017-11-17 4 D 0 2451.42 18.00 D 0 I By 401(k) plan Stock Option (Right to Buy) 8.50 2017-11-17 4 M 0 47056 0 D Common Stock 47056 41182 D Stock Option (Right to Buy) 11.31 2017-11-17 4 M 0 17682 0 D Common Stock 17682 113528 D Stock Option (Right to Buy) 8.50 2017-11-17 4 D 0 41182 D Common Stock 41182 0 D Stock Option (Right to Buy) 11.31 2017-11-17 4 D 0 113528 D Common Stock 113528 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 as Power of Attorney for Joseph E. McCourt, Jr. 2017-11-17