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^*

O'Connell Mary K.

(Last)

(First)

(Middle)

600 WILLOWBROOK OFFICE PARK

(Street)

FAIRPORT

14450

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/17/2008

3. Issuer Name and Ticker or Trading Symbol
PAETEC Holding Corp. [ PAET ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, General Counsel and Sec'y

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	33,160⁽¹⁾	D

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)
Employee Stock Option (Right to Buy)	⁽²⁾	03/15/2012	Common Stock	324	$2.16	D
Employee Stock Option (Right to Buy)	⁽³⁾	04/30/2012	Common Stock	1,460	$2.16	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	03/15/2013	Common Stock	649	$1.85	D
Employee Stock Option (Right to Buy)	⁽⁵⁾	04/30/2013	Common Stock	738	$1.85	D
Employee Stock Option (Right to Buy)	⁽⁶⁾	12/17/2013	Common Stock	162	$2.93	D
Employee Stock Option (Right to Buy)	⁽⁷⁾	03/20/2014	Common Stock	324	$3.39	D
Employee Stock Option (Right to Buy)	03/31/2009	03/31/2014	Common Stock	16,230	$3.39	D
Employee Stock Option (Right to Buy)	⁽⁸⁾	03/31/2015	Common Stock	324	$3.86	D
Employee Stock Option (Right to Buy)	⁽⁹⁾	12/29/2015	Common Stock	4,869	$1.24	D
Employee Stock Option (Right to Buy)	⁽¹⁰⁾	03/15/2016	Common Stock	324	$1.37	D
Employee Stock Option (Right to Buy)	⁽¹¹⁾	03/30/2016	Common Stock	4,057	$1.37	D
Employee Stock Option (Right to Buy)	⁽¹²⁾	08/31/2017	Common Stock	2,000	$11.93	D
Employee Stock Option (Right to Buy)	⁽¹³⁾	03/03/2018	Common Stock	4,000	$7.64	D
Employee Stock Option (Right to Buy)	⁽¹⁴⁾	09/03/2018	Common Stock	2,000	$3.56	D

Explanation of Responses:

1. Reflects awards of restricted stock units, 11,361 of which vest on 2/27/2011, 2,000 of which vest in four equal annual installments which began on 8/31/2008, 8,000 of which vest in four equal annual installments beginning on 2/22/09, and 4,000 of which vest as follows: 50% on 2/22/2011 and 50% on 2/22/2012. The remaining 8,000 restricted stock units will vest in four equal annual installments beginning on March 3, 2009 subject to the Issuer attaining a specified percentage increase in the Issuer's stock price in the first year. The reporting person was also granted additional restricted stock units not reflected in Table I which will vest in three equal annual installments subject to the satisfaction of other specified performance conditions.

2. The option vested in four equal annual installments beginning on March 15, 2003.

3. The option vested in four equal annual installments beginning on March 31, 2003.

4. The option vested in four equal annual installments beginning on March 15, 2004.

5. The option vested in four equal annual installments beginning on March 1, 2004.

6. The option vested in four equal annual installments beginning on November 7, 2004.

7. The option vested in four equal annual installments beginning on March 15, 2005.

8. The option vests in four equal annual installments which began on March 15, 2006.

9. The option vests in four equal annual installments which began on December 29, 2006.

10. The option vests in four equal annual installments which began on March 15, 2007.

11. The option vests in four equal annual installments which began on March 28, 2007.

12. The option vests in four equal annual installments which began on August 31, 2008.

13. The option vests in four equal annual installments which will begin on March 3, 2009.

14. The option vests in four equal annual installments which will begin on September 3, 2009.

Remarks:

	/s/ S. Shane Turley, Attorney-in-Fact	11/26/2008
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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