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*
HARRINGTON JOHN

(Last) (First) (Middle)
INTELIQUENT
550 W. ADAMS STREET, SUITE 900

(Street)
CHICAGO IL 60661

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Inteliquent, Inc. [ IQNT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP-Regulatory,Litigation &HR
3. Date of Earliest Transaction (Month/Day/Year)
02/22/2016
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 $0.001 per share 02/22/2016 A 2,160 (1) A $0.00 16,569 D
Common Stock, par value $0.001 per share 02/22/2016 S 4,386 D $16.71 (2) 12,183 D
Common Stock, par value $0.001 per share 02/23/2016 M 1,641 A $13.86 13,824 D
Common Stock, par value $0.001 per share 02/23/2016 S 1,641 D $17.06 (3) 12,183 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
Employee Stock Options (right to purchase) $13.86 02/23/2016 M 1,641 (4) 03/17/2024 Common Stock 1,641 $0.00 4,925 D
Employee Stock Options (right to purchase) $16.78 02/22/2016 A 6,612 (5) 02/22/2026 Common Stock 6,612 $0.00 6,612 D
Performance Stock Units (6) 02/22/2016 A 4,321 (6) 03/15/2019 Common Stock 4,321 $0.00 4,321 D
Explanation of Responses:
1. One-quarter of the securities to which this note relates vest on February 22, 2017; the remaining three-quarters of the securities vest in equal annual installments on the second, third and fourth anniversary following February 22, 2017.
2. The price reported in Column 4 is the weighted average trading price of the shares sold. These shares were sold in multiple transactions at prices ranging from $16.50 to $16.95, inclusive. Upon request, the reporting person will provide to the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
3. The price reported in Column 4 is the weighted average trading price of the shares sold. These shares were sold in multiple transactions at prices ranging from $17.05 to $17.06, inclusive. Upon request, the reporting person will provide to the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
4. One-quarter of the options to which this note relates vested on March 17, 2015; the remaining three-quarters of the options vest in equal annual installments on the second, third and fourth anniversary following March 17, 2015.
5. One-quarter of the options to which this note relates vest on February 22, 2017; the remaining three-quarters of the options vest in equal annual installments on the second, third and fourth anniversary following February 22, 2017.
6. Each performance stock unit represents a contingent right to receive between 0 and 2 shares of Inteliquent, Inc. common stock. The number of performance stock units reported represents the target amount. The actual number of shares to be delivered will be based on the total shareholder return of Inteliquent, Inc. over a three-year measuring period weighted (i) two-thirds against the total shareholder return of all companies in the S&P 500 Index and (ii) one-third against the total shareholder return of all companies in the S&P Small Cap 600 Telecommunications Services Index. The actual number of shares delivered could equal 200% of the target amount. The performance stock units will settle as soon as practicable after January 1, 2019 but no later than March 15, 2019.
Remarks:
/s/ Richard L. Monto, as Attorney-in-Fact for John Harrington 02/24/2016
** 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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