X0306 4/A 2012-11-07 2012-11-28 0 0000926282 ADTRAN INC ADTN 0001300513 Foliano Michael 901 EXPLORER BLVD. HUNTSVILLE AL 35806 0 1 0 0 Sr VP, Global Operations Phantom Stock 2012-11-07 4 A 0 562 A Common Stock 562 3112 D Phantom Stock 2012-02-16 4 A 0 6.073 38.37 A Common Stock 6.073 3118.073 D Phantom Stock 2012-05-10 4 A 0 7.576 30.32 A Common Stock 7.576 3125.649 D Phantom Stock 2012-08-09 4 A 0 10.16 22.56 A Common Stock 10.16 3135.809 D Phantom Stock 2012-11-08 4 A 0 12.57 17.72 A Common Stock 12.57 3148.379 D The first line in Table I of the Form 4 filed by the reporting person on November 28, 2012 incorrectly reported the acquisition of 562 shares of common stock upon vesting of performance shares awarded pursuant to a grant of November 7, 2009 under the ADTRAN, Inc. 2006 Employee Stock Incentive Plan. Upon vesting of the performance shares, the reporting person deferred the receipt of 562 shares of the Company's common stock and received instead 562 shares of phantom stock pursuant to the Company's deferred compensation plan. As a result, this Amendment amends the previously filed Form 4 by (i) deleting the first line in Table I and (ii) adding a line in Table II reporting the acquisition of 562 shares of phantom stock upon vesting of the performance shares on November 7, 2012. The reporting person is also reporting the acquisition of additional phantom shares on each of February 16, 2012, May 10, 2012, August 9, 2012 and November 8, 2012, which were not previously reported. Each share of phantom stock represents a right to receive one share of common stock or the cash value thereof. The phantom stock becomes payable 6 months after the reporting person's separation of service with the Company. The reporting person may transfer his phantom stock account into an alternative investment at any time. Upon vesting of performance shares awarded to the reporting person pursuant to grant of November 7, 2009 under the ADTRAN, Inc. 2006 Employee Stock Incentive Plan, the reporting person deferred the receipt of 562 shares of the Company's common stock and received instead 562 shares of phanton stock pursuant to the Company's deferred compensation plan. Gayle S Ellis by Power of Attorney 2013-02-04