| 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 |
|
|||||||||||||||
| 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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
FAIRPOINT COMMUNICATIONS INC [ FRP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 07/01/2009 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) 07/01/2009 |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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(1) | 07/01/2009 | A | 523,810(1) | A | (2) | 537,110 | D(3) | |||
|
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 Options | $0.95 | 07/01/2009 | A | 1,600,000(4) | (5) | 07/01/2019 | Common Stock, par value $0.01 per share | 1,600,000 | (6) | 1,636,775 | D | ||||
| Explanation of Responses: |
| 1. These securities are restricted shares (the "Restricted Stock") of FairPoint Communications, Inc. (the "Company") common stock, par value $0.01 per share ("Common Stock"), awarded pursuant to the Reporting Person's employment agreement with the Company (the "Employment Agreement") and the corresponding restricted stock award agreement (collectively, the "Restricted Stock Award Agreement"). The Restricted Stock will vest on July 1, 2012. |
| 2. No consideration was paid by the Reporting Person for the acquisition of the Restricted Stock. The award of Restricted Stock was made pursuant to the Restricted Stock Award Agreement. |
| 3. After the reported transaction, the Reporting Person owns 536,310 shares directly. The amount of shares reported includes 800 shares which are owned directly by Nancy Hauser, the Reporting Person's spouse. The Reporting Person disclaims beneficial ownership of the shares owned by his spouse, except to the extent of his pecuniary interest, if any, therein. |
| 4. These securities are options to purchase shares of the Company's Common Stock (the "Stock Options"), awarded pursuant to the Employment Agreement and the corresponding non-qualified stock option award agreement (collectively, the "Stock Option Award Agreement"). |
| 5. The Stock Options will vest on the following schedule: 533,333 on July 1, 2010; 533,333 on July 1, 2011; and 533,334 on July 1, 2012. |
| 6. No consideration was paid by the Reporting Person for the acquisition of the Stock Options. The award of Stock Options was made pursuant to the Stock Option Award Agreement. |
| Remarks: |
| On July 1, 2009, the Reporting Person filed a Form 4 (the "Original Filing") in which the box entitled "Check this box if no longer subject to Section 16" (the "Exit Box") was inadvertently selected. This Form 4 amends the Original Filing by deselecting the Exit Box. The line items in Tables I and II above have been included in this Form 4 solely to gain access to the filing system and are identical to the corresponding line items contained in the Original Filing. |
| /s/ David L. Hauser | 07/01/2009 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||