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^*

MARATHON ASSET MANAGEMENT LP

(Last)

(First)

(Middle)

ONE BRYANT PARK, 38TH FLOOR

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/24/2011

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

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

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	2,850,793⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

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)
Warrants (right to buy)	01/24/2011	01/24/2018	Common Stock, par value $0.01 per share	1,270,651⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	$48.81⁽⁵⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

Explanation of Responses:

1. On October 26, 2009, FairPoint Communications, Inc. (the "Company"), and substantially all of its direct and indirect subsidiaries (collectively, the "Debtors") filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code in the United States Court for the Southern District of New York (the "Court"; such cases, collectively, the "Chapter 11 Cases").

2. Upon effectiveness of the Third Amended Joint Plan of Reorganization of the Debtors (the "Plan"), which was confirmed by order of the Court on January 13, 2011 and became effective as of January 24, 2011 (the "Effective Date"), certain funds and accounts (collectively, the "Funds and Accounts") advised by Marathon Asset Management, L.P. "Marathon") that were lenders to the Debtors prior to the commencement of the Chapter 11 Cases had the right to receive shares of the Company's common stock, par value $0.01 per share ("Shares"), and warrants to purchase Shares ("Warrants"), issued and distributed to satisfy creditor claims, including claims of holders of debt.

3. As of the date of this report, it is estimated that the Funds and Accounts are entitled to receive an aggregate of 2,850,793 Shares and 1,270,651 Warrants. Although Marathon believes that the foregoing estimates are reasonable, and a significant portion of such Shares and Warrants have been delivered to the Funds and Accounts as of the date of this report, these numbers may be subject to change upon actual receipt of all such Shares and Warrants.

4. The Shares and Warrants reported herein are held by the Funds and Accounts advised by Marathon. Marathon, in its capacity as the investment manager of the Funds and Accounts, has sole power to vote and direct the disposition, as applicable, of all Shares and Warrants held by the Funds and Accounts. Thus, for the purposes of Reg. Section 240.13d-3, Marathon may be deemed to beneficially own 4,121,444 Shares. Marathon's interest in such securities is limited to the extent of its pecuniary interest in the Funds and Accounts, if any. This report shall not be deemed an admission that the reporting person, each Fund and Account or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

5. The initial exercise price applicable to the Warrants is $48.81 per share of common stock for which the Warrants may be exercised. The exercise price of the Warrants is subject to adjustment upon the occurrence of certain events described in the warrant agreement by and between the Company and the warrant agent relating to the issuance of the Warrants.

Remarks:

	/s/ Louis Hanover, Authorized Person of Marathon Asset Management GP, L.L.C., general partner of Marathon Asset Management, L.P.	02/03/2011
	** 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 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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