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* KOFALT JAMES A (Last) (First) (Middle) ONE PAETEC PLAZA 600 WILLOWBROOK OFFICE PARK (Street) FAIRPORT NY 14450 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PAETEC Holding Corp. [ PAET ]	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) 02/28/2007
	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	02/28/2007		A		125,444	A	(1)	125,444	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
Director Stock Option	$3.09	02/28/2007		A		16,320		01/13/2000	01/13/2010	Common Stock	16,320	(1)	16,320	D
Director Stock Option	$4.93	02/28/2007		A		16,320		01/13/2002	03/09/2011	Common Stock	16,320	(1)	16,320	D
Director Stock Option	$1.85	02/28/2007		A		16,320		11/04/2003	11/04/2012	Common Stock	16,320	(1)	16,320	D
Director Stock Option	$1.85	02/28/2007		A		16,320		03/15/2004	03/15/2013	Common Stock	16,320	(1)	16,320	D
Director Stock Option	$3.39	02/28/2007		A		121,725		(2)	03/17/2014	Common Stock	121,725	(1)	121,725	D
Director Stock Option	$3.86	02/28/2007		A		32,460		03/17/2006	03/17/2015	Common Stock	32,460	(1)	32,460	D
Director Stock Option	$1.37	02/28/2007		A		32,460		03/17/2007	03/17/2016	Common Stock	32,460	(1)	32,460	D

Explanation of Responses:

1. In connection with PAETEC's business combination with US LEC, each share of common stock of PAETEC converted into the right to receive 1.623 shares of the Issuer, and each option to purchase a share of PAETEC common stock converted into the right to purchase 1.623 shares of the Issuer's common stock.

2. The option vested with respect to 50% of the shares in two equal annual installments beginning on March 17, 2005, and will vest with respect to the remaining shares in two equal annual installments beginning on March 17, 2007.

Remarks:

	/s/ Charles E. Sieving, Attorney-in-Fact	03/02/2007
	** 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).
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