FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | ||||||||||||||||
Form 3 Holdings Reported. | |||||||||||||||||
Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FAIRPOINT COMMUNICATIONS INC [ FRP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2005 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
Amount | (A) or (D) | Price | |||||||||||||
Class A Common Stock | 02/03/2005 | J(1) | 3,112,861 | D | $0 | 0 | I | By Kelso Investment Associates V, L.P.(2) | |||||||
Common Stock | 02/03/2005 | J(1) | 3,112,861 | A | $0 | 0 | I | By Kelso Investment Associates V, L.P.(2) | |||||||
Class A Common Stock | 02/03/2005 | J(1) | 335,729 | D | $0 | 0 | I | By Kelso Equity Partners V, L.P.(2) | |||||||
Common Stock | 02/03/2005 | J(1) | 335,729 | A | $0 | 0 | I | By Kelso Equity Partners V, L.P.(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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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) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. Pursuant to a reclassification exempt under Rule 16b-7 effected in connection with FairPoint Communications, Inc.'s initial public offering, each share of Class A Common Stock was reclassified into one share of Common Stock. |
2. Effective April 11, 2005, Mr. Lazar ceased to be general partner, and became a limited partner, of each of Kelso Partners V, L.P. (Partners V) and Kelso Equity Partners V, L.P. (KEP V). Partners V is the general partner of Kelso Investment Associates V, L.P. (KIA V). As a result and as indicated on a Form 4 filed on April 12, 2005, Mr. Lazar no longer may be deemed to share beneficial ownership of the securities owned of record by KIA V and KEP V. This Form 5 is being filed merely to report the reclassification of each share of Class A Common Stock into one share of Common Stock that occurred while Mr. Lazar still had insider status. |
James J. Connors, II, Attorney-in-Fact for Mr. Lazar | 02/14/2006 | |
** 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. |