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*
Chesonis Algimantas K
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Senior Vice President
3. Date of Earliest Transaction (Month/Day/Year)
11/25/2011
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 11/25/2011 M 8,114 A $2.16 425,439 D
Common Stock 11/25/2011 M 8,764 A $1.85 434,203 D
Common Stock 11/25/2011 M 24,669 A $3.39 458,872 D
Common Stock 11/25/2011 M 324 A $3.86 459,196 D
Common Stock 11/25/2011 M 11,930 A $1.24 471,126 D
Common Stock 11/25/2011 M 324 A $1.37 471,450 D
Common Stock 11/25/2011 M 3,500 A $1.28 474,950 D
Common Stock 11/25/2011 S(1) 57,625 D $5.12 417,325 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 Option (right to buy) $2.16 11/25/2011 M 324 (2) 03/15/2012 Common Stock 324 $0 0 D
Employee Stock Option (right to buy) $2.16 11/25/2011 M 7,790 (3) 04/30/2012 Common Stock 7,790 $0 0 D
Employee Stock Option (right to buy) $1.85 11/25/2011 M 649 (4) 03/15/2013 Common Stock 649 $0 0 D
Employee Stock Option (right to buy) $1.85 11/25/2011 M 8,115 (5) 04/02/2013 Common Stock 8,115 $0 0 D
Employee Stock Option (right to buy) $3.39 11/25/2011 M 324 (6) 03/20/2014 Common Stock 324 $0 0 D
Employee Stock Option (right to buy) $3.39 11/25/2011 M 24,345 03/31/2009 03/31/2014 Common Stock 24,345 $0 0 D
Employee Stock Option (right to buy) $3.86 11/25/2011 M 324 (7) 03/15/2015 Common Stock 324 $0 0 D
Employee Stock Option (right to buy) $1.24 11/25/2011 M 11,930 (8) 12/29/2015 Common Stock 11,930 $0 0 D
Employee Stock Option (right to buy) $1.37 11/25/2011 M 324 (9) 03/15/2016 Common Stock 324 $0 0 D
Employee Stock Option (right to buy) $1.28 11/25/2011 M 3,500 (10) 03/02/2019 Common Stock 3,500 $0 0 D
Explanation of Responses:
1. This transaction was executed in multiple trades at prices ranging from $5.12 to $5.13. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request by the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares sold at each separate price.
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 March 15, 2005.
7. The option vested in four equal annual installments beginning on March 15, 2006.
8. The option vested in four equal annual installments beginning on December 29, 2006.
9. The option vested in four equal annual installments beginning on March 15, 2006.
10. The option vested with respect to 3,500 shares in two equal annual installments beginning on March 2, 2010 and vested wtih respect to the remaining 3,500 shares on 11/15/2011.
Remarks:
/s/ S. Shane Turley, Attorney-in-Fact 11/28/2011
** 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.