X0303 4 2011-01-24 0 0001062613 FAIRPOINT COMMUNICATIONS INC FRP 0001510473 Austin Dennis J C/O FAIRPOINT COMMUNICATIONS, INC. 521 E. MOREHEAD ST., SUITE 500 CHARLOTTE NC 28202 1 0 0 0 Common stock, par value $0.01 per share 2011-01-24 4 J 0 14583 A 14583 D Stock Options (2010 Long Term Incentive Plan) 2011-01-24 4 J 0 5501 A 2011-01-24 2021-01-24 Common stock, par value $0.01 per share 5501 5501 D Stock Options (2010 Long Term Incentive Plan) 2011-01-24 4 J 0 5501 A 2012-01-24 2021-01-24 Common stock, par value $0.01 per share 5501 5501 D Stock Options (2010 Long Term Incentive Plan) 2011-01-24 4 J 0 5500 A 2013-01-24 2021-01-24 Common stock, par value $0.01 per share 5500 5500 D Stock Options (2010 Long Term Incentive Plan) 2011-01-24 4 J 0 5500 A 2014-01-24 2021-01-24 Common stock, par value $0.01 per share 5500 5500 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"). In accordance with the Third Amended Joint Plan of Reorganization of FairPoint Communications, Inc. and its Subsidiaries (the "Plan") and the Company's 2010 Long Term Incentive Plan (the "LTIP"), restricted shares of the Company's common stock, par value $0.01 per share ("Common Stock"), were distributed by the Company on January 24, 2011 (the "Effective Date"). This Form 4 is being filed to report the 14,583 restricted shares of Common Stock acquired by the Reporting Person on the Effective Date pursuant to the Plan and the LTIP. 3,646 of these restricted shares vested on the Effective Date, with the remainder to vest in three equal annual installments, commencing on the first anniversary of the Effective Date. No consideration was paid by the Reporting Person for these restricted shares. On October 26, 2009, the Company and substantially all of its direct and indirect subsidiaries filed the Chapter 11 Cases. In accordance with the Plan and the LTIP, stock options were distributed by the Company on the Effective Date. This Form 4 is being filed to report the 22,002 stock options acquired by the Reporting Person. Pursuant to the LTIP, the exercise price of the stock options shall be the lesser of (x) $36.03 per share of Common Stock and (y) the weighted average trading price of a share of Common Stock for the first 20 trading days following the Effective Date, but in no event less than $19.28 per share, subject to any adjustment in accordance with the LTIP. No consideration was paid by the Reporting Person for these stock options. /s/ Dennis J. Austin 2011-01-24