SEC FORM 4

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^*

Lunny John Joseph

(Last)

(First)

(Middle)

C/O FAIRPOINT COMMUNICATIONS, INC.

521 E. MOREHEAD ST., SUITE 500

(Street)

CHARLOTTE

28202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FAIRPOINT COMMUNICATIONS INC [ FRP ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP & Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/22/2014

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock, par value $0.01 per share⁽¹⁾	01/22/2014		A		13,000⁽¹⁾	A	⁽¹⁾	16,220	D
Common stock, par value $0.01 per share⁽¹⁾	01/22/2014		F		1,281⁽²⁾	D	$13.18⁽³⁾	14,939	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (2010 Long Term Incentive Plan)⁽⁴⁾	$13.29	01/22/2014		A		19,200⁽⁴⁾		⁽⁴⁾	01/22/2024	Common stock, par value $0.01 per share	19,200	⁽⁴⁾	19,200	D

Explanation of Responses:

1. Represents restricted shares of FairPoint Communications, Inc. (the "Company") common stock, par value $0.01 per share, issued pursuant to the Company's 2010 Long Term Incentive Plan (the "LTIP") on January 22, 2014 (the "Grant Date"). 3,250 of these restricted shares vested on the Grant Date, with the remainder to vest in equal installments on January 22, 2015, January 22, 2016 and January 23, 2017. No consideration was paid by the Reporting Person for these restricted shares.

2. On the Grant Date, 3,250 of the restricted shares reported on this Form 4 vested. Pursuant to the LTIP, at the Reporting Person's election, 1,281 of the restricted shares reported hereby were forfeited by the Reporting Person to satisfy applicable withholding tax obligations with respect to the vesting of the 3,250 restricted shares on the Grant Date. No consideration was received by the Reporting Person for his forfeiture of the 1,281 restricted shares.

3. Represents the closing price on the date of forfeiture.

4. Represents stock options issued pursuant to the LTIP on January 22, 2014. 4,800 of these stock options vested on the Grant Date, with the remainder to vest in equal installments on January 22, 2015, January 22, 2016 and January 23, 2017. No consideration was paid by the Reporting Person for these stock options.

Remarks:

	/s/ John J. Lunny	01/24/2014
	** 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).
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