SEC FORM 4/A

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^*

Wilson James Denson Jr

(Last)

(First)

(Middle)

901 EXPLORER BLVD

(Street)

HUNTSVILLE

35806

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ADTRAN Holdings, Inc. [ ADTN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)
08/15/2022

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	08/11/2022		M		5,271	A	$18.97	137,526.153	D
Common Stock	08/11/2022		S		5,271	D	$24.17⁽¹⁾	132,255.153	D
Common Stock	08/11/2022		M		6,260	A	$15.33	138,515.153	D
Common Stock	08/11/2022		S		6,260	D	$24.17⁽¹⁾	132,255.153	D
Common Stock	08/11/2022		M		19,772	A	$18.97	152,027.153	D
Common Stock	08/11/2022		S		19,772	D	$24.18⁽²⁾	132,255.153	D
Common Stock	08/11/2022		M		12,522	A	$15.33	144,777.153	D
Common Stock	08/11/2022		S		12,522	D	$24.18⁽²⁾	132,255.153	D
Common Stock	08/11/2022		S		3,797	D	$24.29⁽³⁾	128,458.153	D
Common Stock								4,117.411	I	401(k) Plan

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)
Incentive Stock Option (Right to Buy)	$18.97	08/11/2022		M			5,271	⁽⁴⁾	11/15/2024	Common Stock	5,271	$0	0	D
Incentive Stock Option (Right to Buy)	$15.33	08/11/2022		M			6,260	⁽⁵⁾	11/14/2025	Common Stock	6,260	$0	0	D
Non-Qualified Stock Option (Right to Buy)	$18.97	08/11/2022		M			19,772	⁽⁴⁾	11/15/2024	Common Stock	19,772	$0	0	D
Non-Qualified Stock Option (Right to Buy)	$15.33	08/11/2022		M			12,522	⁽⁵⁾	11/14/2025	Common Stock	12,522	$0	0	D
Incentive Stock Option (Right to Buy)	$23.64							⁽⁶⁾	11/02/2023	Common Stock	4,865		4,865	D
Non-Qualified Stock Option (Right to Buy)	$23.64							⁽⁶⁾	11/02/2023	Common Stock	15,169		15,169	D
Phantom Stock	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	17,196.473		17,196.473	D

Explanation of Responses:

1. These shares were sold in multiple transactions at prices ranging from $24.07 to $24.45, inclusive. The reporting person undertakes to provide to ADTRAN Holdings, Inc. (the Issuer), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (1) to this Form 4.

2. These shares were sold in multiple transactions at prices ranging from $24.07 to $24.38, inclusive. The reporting person undertakes to provide to ADTRAN Holdings, Inc. (the Issuer), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (2) to this Form 4.

3. These shares were sold in multiple transactions at prices ranging from $24.15 to $24.41, inclusive. The reporting person undertakes to provide to ADTRAN Holdings, Inc. (the Issuer), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (3) to this Form 4.

4. The options granted to the reporting person vested in four equal annual installments beginning on the first anniversary of the date of the grant, which was November 15, 2014.

5. The options granted to the reporting person vested in four equal annual installments beginning on the first anniversary of the date of the grant, which was November 14, 2015.

6. The options granted to the reporting person vested in four equal annual installments beginning on the first anniversary of the date of the grant, which was November 2, 2013.

7. Represents shares of phantom stock of the Issuer that have been acquired through the automatic reinvestment of dividends paid on the Issuer's common stock, which phantom shares become payable in cash six months after the reporting person's separation of service with the Issuer.

Remarks:

Explanatory note: This amendment is being filed to clarify that the sales prices for the direct sales on 8/11/22 that were originally reported in the Form 4 filed on 8/15/22 were weighted average prices and to provide the range of prices at which the at which the shares were sold.

	Michael Foliano, by power of attorney	09/02/2022
	** 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.