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^*

Crowley John P

(Last)

(First)

(Middle)

C/O FAIRPOINT COMMUNICATIONS, INC.

521 E. MOREHEAD STREET, SUITE 250

(Street)

CHARLOTTE

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive VP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2008

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, par value $.01 per share	08/15/2008		D		66,725⁽¹⁾	D	⁽²⁾	50,983	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)
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)
Performance Units⁽³⁾	⁽⁴⁾	08/15/2008		D			28,600⁽³⁾	⁽⁵⁾	⁽⁵⁾	Common Stock, par value $.01 per share	28,600	⁽⁶⁾	0	D

Explanation of Responses:

1. These securities are restricted shares ("Restricted Shares") of FairPoint Communications, Inc. (the "Company") common stock, par value $.01 per share ("Common Stock"), awarded pursuant to the FairPoint Communications, Inc. 2005 Stock Incentive Plan (the "2005 Plan"), which were unvested as of August 15, 2008. In accordance with the 2005 Plan and the Reporting Peron's corresponding Restricted Stock Agreement, these unvested Restricted Shares were forfeited by the Reporting Person upon the effective date of his resignation, August 15, 2008.

2. No consideration was received by the Reporting Person for his forfeiture of these Restricted Shares.

3. These derivative securities are performance units ("Performance Units") issued pursuant to the FairPoint Communications, Inc. 2008 Long Term Incentive Plan (the "2008 Plan"). In accordance with the 2008 Plan and the Reporting Person's corresponding Performance Unit Award Agreement, these Performance Units were forfeited by the Reporting Person upon the effective date of his resignation, August 15, 2008.

4. These Performance Units do not have an exercise price.

5. These Performance Units would have been convertible on a one-for-one basis into shares of the Company's Common Stock based on the value of the Company's Common Stock on December 31, 2009.

6. No consideration was received by the Reporting Person for his forfeiture of these Performance Units.

Remarks:

	/s/ John P. Crowley	08/15/2008
	** 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.
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