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
	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* MAHONEY MICHAEL J (Last) (First) (Middle) C/O FAIRPOINT COMMUNICATIONS, INC. 521 E. MOREHEAD ST., SUITE 500 (Street) CHARLOTTE NC 28202 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FAIRPOINT COMMUNICATIONS INC [ FRP ]	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) 01/24/2011
	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)
			Code	V	Amount	(A) or (D)	Price
Common stock, par value $0.01 per share(1)(2)	01/24/2011		J(1)(2)		14,583(1)(2)	A	(1)(2)	14,583	D

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 (2010 Long Term Incentive Plan) (2)	(3)	01/24/2011		J(3)		5,501(3)		01/24/2011(3)	01/24/2021	Common stock, par value $0.01 per share	5,501	(3)	5,501	D
Stock Options (2010 Long Term Incentive Plan) (2)	(3)	01/24/2011		J(3)		5,501(3)		01/24/2012(3)	01/24/2021	Common stock, par value $0.01 per share	5,501	(3)	5,501	D
Stock Options (2010 Long Term Incentive Plan) (2)	(3)	01/24/2011		J(3)		5,500(3)		01/24/2013(3)	01/24/2021	Common stock, par value $0.01 per share	5,500	(3)	5,500	D
Stock Options (2010 Long Term Incentive Plan) (2)	(3)	01/24/2011		J(3)		5,500(3)		01/24/2014(3)	01/24/2021	Common stock, par value $0.01 per share	5,500	(3)	5,500	D

Explanation of Responses:

1. On October 26, 2009, FairPoint Communications, Inc. (the "Company") and substantially all of its direct and indirect subsidiaries filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York (Case No. 09-16335) (collectively, the "Chapter 11 Cases"). In accordance with the Third Amended Joint Plan of Reorganization of FairPoint Communications, Inc. and its Subsidiaries (the "Plan") and the Company's 2010 Long Term Incentive Plan (the "LTIP"), restricted shares of the Company's common stock, par value $0.01 per share ("Common Stock"), were distributed by the Company on January 24, 2011 (the "Effective Date").

2. This Form 4 is being filed to report the 14,583 restricted shares of Common Stock acquired by the Reporting Person on the Effective Date pursuant to the Plan and the LTIP. 3,646 of these restricted shares vested on the Effective Date, with the remainder to vest in three equal annual installments, commencing on the first anniversary of the Effective Date. No consideration was paid by the Reporting Person for these restricted shares.

3. On October 26, 2009, the Company and substantially all of its direct and indirect subsidiaries filed the Chapter 11 Cases. In accordance with the Plan and the LTIP, stock options were distributed by the Company on the Effective Date. This Form 4 is being filed to report the 22,002 stock options acquired by the Reporting Person. Pursuant to the LTIP, the exercise price of the stock options shall be the lesser of (x) $36.03 per share of Common Stock and (y) the weighted average trading price of a share of Common Stock for the first 20 trading days following the Effective Date, but in no event less than $19.28 per share, subject to any adjustment in accordance with the LTIP. No consideration was paid by the Reporting Person for these stock options.

	/s/ Michael J. Mahoney	01/24/2011
	** Signature of Reporting Person	Date
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