X0303 4 2011-01-24 1 0001062613 FAIRPOINT COMMUNICATIONS INC FRP 0001315618 Lilly Claude C C/O FAIRPOINT COMMUNICATIONS, INC. 521 E. MOREHEAD ST., SUITE 500 CHARLOTTE NC 28202 0 0 0 1 Former Director Common Stock, par value $0.01 per share 2011-01-24 4 J 0 2500 D 0 D Restricted Units 2011-01-24 4 J 0 36775 D Common Stock, par value $0.01 per share 36775 0 D On October 26, 2009, FairPoint Communications, Inc. (the "Company") and substantially all of its direct and indirect subsidiaries filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York (Case No. 09-16335) (collectively, the "Chapter 11 Cases"). Pursuant to the Company's chapter 11 plan of reorganization, any interest evidencing an ownership interest in the Company, whether or not transferable, and all options, warrants or rights, contractual or otherwise, to acquire any such interests (collectively, the "Equity Interests"), that were outstanding prior to January 24, 2011 (the "Effective Date"), were cancelled on the Effective Date. Accordingly, this Form 4 is being filed to report the cancellation of all of the Reporting Person's Equity Interests, which include 2,500 shares of the Company's common stock, par value $0.01 per share, as reported on Table I. On October 26, 2009, the Company and substantially all of its direct and indirect subsidiaries filed the Chapter 11 Cases. Pursuant to the Company's chapter 11 plan of reorganization, any Equity Interests that were outstanding prior to the Effective Date were cancelled on the Effective Date. Accordingly, this Form 4 is being filed to report the cancellation of all of the Reporting Person's Equity Interests, which include 36,775 restricted units issued pursuant to the FairPoint Communications, Inc. 2008 Long Term Incentive Plan and the FairPoint Communications, Inc. 2005 Stock Incentive Plan, as reported on Table II. /s/ Claude C. Lilly 2011-01-24