SEC FORM 4

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

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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^*

AAB RICHARD T

(Last)

(First)

(Middle)

ONE PAETEC PLAZA

600 WILLOWBROOK OFFICE PARK

(Street)

FAIRPORT

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
	Officer (give title below)	Other (specify below)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/30/2011		D		4,370,929	D	⁽¹⁾	0	D
Common Stock	11/30/2011		D		4,021,282	D	⁽¹⁾	0	I	By Melrich Associates, L.P.

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Director Stock Option	$12.63	11/30/2011		D			8,000	⁽²⁾	10/16/2017	Common Stock	8,000	⁽³⁾	0	D
Director Stock Option	$1.58	11/30/2011		D			16,000	⁽⁴⁾	04/01/2019	Common Stock	16,000	⁽³⁾	0	D
Director Stock Option	$3.91	11/30/2011		D			10,500	⁽⁴⁾	02/23/2020	Common Stock	10,500	⁽³⁾	0	D
Director Stock Option	$4.47	11/30/2011		D			10,500	⁽⁴⁾	06/27/2021	Common Stock	10,500	⁽³⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 31, 2011, pursuant to which PAETEC Holding Corp. merged into a subsidiary of Windstream Corporation (the "Merger") and 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.

2. The option vested in three equal annual installments beginning on October 16, 2008.

3. 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.

4. 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.

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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