SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Garvey Gary C.

(Last)

(First)

(Middle)

C/O FAIRPOINT COMMUNICATIONS, INC.

521 E. MOREHEAD STREET, SUITE 500

(Street)

CHARLOTTE

28202

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/05/2009

3. Issuer Name and Ticker or Trading Symbol
FAIRPOINT COMMUNICATIONS INC [ FRP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP, Human Relations

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	180,666	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Performance Units⁽¹⁾	⁽²⁾	⁽²⁾	Common Stock, par value $0.01 per share	9,117⁽³⁾	⁽⁴⁾	D

Explanation of Responses:

1. These derivative securities are performance units ("Performance Units") issued pursuant to the FairPoint Communications, Inc. (the "Company") 2008 Long Term Incentive Plan.

2. These Performance Units are convertible on a one for one basis into shares of the Company's common stock, par value $0.01 per share ("Common Stock"), based on the value of the Company's Common Stock on December 31, 2009. These Performance Units may be deemed earned and/or forfeited upon certain other events set forth in the Performance Unit Award Agreement under which the Performance Units were issued.

3. The reported number is based on the Company achieving a value on its Common Stock of $25.94 or higher on December 31, 2009. The actual number of Performance Units earned by Mr. Garvey will be based on the table set forth in Exhibit 99.1 hereto (and incorporated herein by reference) and the value of the Company's Common Stock as of December 31, 2009. The number of Performance Units earned for a value between any of the amounts in the table set forth in Exhibit 99.1 will be determined by linear interpolation. For these purposes, "value" means the sum of (i) the average of the closing prices for shares of the Company's Common Stock during the 30 day trading period ending December 31, 2009 and (ii) all cash dividends paid by the Company with respect to the Common Stock during the period from April 1, 2008 through December 31, 2009.

4. These derivative securities do not have an exercise price.

	/s/ Gary L. Garvey	08/06/2009
	** 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 5 (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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