SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Rice Calvin

(Last) (First) (Middle)
C/O SPOK HOLDINGS, INC.
6850 VERSAR CTR STE 400

(Street)
SPRINGFIELD VA 22151

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/29/2018
3. Issuer Name and Ticker or Trading Symbol
Spok Holdings, Inc [ SPOK ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Controller
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units(1) (2) (2) Common Stock 1,378 $0.00 D
Restricted Stock Units (3) (3) Common Stock 843 $0.00 D
Restricted Stock Units (4) (4) Common Stock 562 $0.00 D
Restricted Stock Units (5) (5) Common Stock 1,261 $0.00 D
Restricted Stock Units (6) (6) Common Stock 1,261 $0.00 D
Explanation of Responses:
1. Mr. Rice was appointed Controller effective October 29, 2018
2. The Restricted Stock Units governed by the Spok Holdings, Inc. 2015 Long Term Incentive Plan (the "2015 LTIP") which if not forfeited, will convert into shares of common stock, with each Restricted Stock Unit representing a contingent right to receive one share of common stock, registered under the Spok Holdings, Inc. Stock Incentive Plan if specified performance objectives of the Company set forth in the 2015 LTIP are achieved for the year ending December 31, 2018
3. The Restricted Stock Units,which if not forfeited, will convert into shares of common stock if specified performance objectives of the Company set forth in the 2015 LTIP are achieved for the year ending December 31, 2019.
4. The Restricted Stock Units vest in three equal annual installments beginning December 31, 2017. Vested shares will be delivered to the reporting person for the fiscal years ending December 31, 2017, December 31, 2018 and December 31, 2019. Mr. Rice had shares vest on December 31, 2017, of which, were sold prior to his appointment.
5. The Restricted Stock Units, which if not forfeited, will convert into shares of common stock if specified performance objectives of the Company set forth in the 2018 LTIP are achieved for the year ending December 31, 2020.
6. The Restricted Stock Units vest in three equal annual installments beginning December 31, 2018. Vested shares will be delivered to the reporting person for the fiscal years ending December 31, 2018, December 31, 2019 and December 31, 2020.
Remarks:
/CALVIN RICE/ 11/05/2018
** 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 5 (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.
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