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*
QUADRANGLE GP INVESTORS LLC

(Last) (First) (Middle)
1065 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10018

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Lumos Networks Corp. [ LMOS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/20/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 11/20/2013 S 2,888,939 D $18.9 2,791,898 I See footnotes(1)(2)(3)(4)
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
1. Name and Address of Reporting Person*
QUADRANGLE GP INVESTORS LLC

(Last) (First) (Middle)
1065 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10018

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
QUADRANGLE GP INVESTORS LP

(Last) (First) (Middle)
1065 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10018

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
QUADRANGLE CAPITAL PARTNERS LP

(Last) (First) (Middle)
1065 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10018

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
QUADRANGLE SELECT PARTNERS LP

(Last) (First) (Middle)
1065 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10018

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
QUADRANGLE CAPITAL PARTNERS A LP

(Last) (First) (Middle)
1065 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10018

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
QUADRANGLE (AIV2) CAPITAL PARTNERS II LP

(Last) (First) (Middle)
1065 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10018

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
QUADRANGLE NTELOS GP LLC

(Last) (First) (Middle)
1065 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10018

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
QUADRANGLE NTELOS HOLDINGS II LP

(Last) (First) (Middle)
1065 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10018

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
QCP GP Investors II LLC

(Last) (First) (Middle)
1065 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10018

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Quadrangle GP Investors II LP

(Last) (First) (Middle)
1065 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10018

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Prior to the transaction reported herein, the shares of Common Stock were held by Quadrangle Capital Partners LP, Quadrangle Select Partners LP, Quadrangle Capital Partners-A LP, and Quadrangle NTELOS Holdings II LP. Quadrangle GP Investors LLC is the general partner of Quadrangle GP Investors LP, which is the general partner of each of Quadrangle Capital Partners LP, Quadrangle Select Partners LP, and Quadrangle Capital Partners-A LP. QCP GP Investors II LLC is the general partner of Quadrangle GP Investors II LP, which is the general partner of Quadrangle (AIV2) Capital Partners II LP, Quadrangle Select Partners II, LP and Quadrangle Capital Partners II-A LP (the "QCP II Funds"). The QCP II Funds are managing members of Quadrangle NTELOS GP LLC, which is the general partner of Quadrangle NTELOS Holdings II LP. (cont'd in FN 2)
2. (cont'd from FN 1) Each of Quadrangle Capital Partners LP, Quadrangle Select Partners LP and Quadrangle Capital Partners-A LP sold all of the shares of Common Stock it respectively held in the transaction reported herein. Following the transaction, each of Quadrangle Capital Partners LP, Quadrangle Select Partners LP and Quadrangle Capital Partners-A LP no longer holds any shares of Common Stock. Quadrangle GP Investors LLC and Quadrangle GP Investors LP are no longer deemed to beneficially own any shares of Common Stock. Following this report, Quadrangle Capital Partners LP, Quadrangle Select Partners LP, Quadrangle Capital Partners-A LP, Quadrangle GP Investors LLC and Quadrangle GP Investors LP are no longer subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Act"), in connection with Common Stock. (cont'd in FN 3)
3. (cont'd from FN 2) The shares of Common Stock beneficially owned following the transaction reported herein are held by Quadrangle NTELOS Holdings II LP.
4. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Act, each of the Reporting Persons may be deemed to be the beneficial owner of the securities reported herein only to the extent of its pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that any of the Reporting Persons is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount.
Remarks:
Exhibit 99.1 attached - Signatures of Joint Filers.
See Signatures included in Exhibit 99.1 11/22/2013
** 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).
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