0001127602-16-051378.txt : 20160506 0001127602-16-051378.hdr.sgml : 20160506 20160506160819 ACCESSION NUMBER: 0001127602-16-051378 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160506 FILED AS OF DATE: 20160506 DATE AS OF CHANGE: 20160506 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NTELOS HOLDINGS CORP. CENTRAL INDEX KEY: 0001328571 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 364573125 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1154 SHENANDOAH VILLAGE DRIVE CITY: WAYNESBORO STATE: VA ZIP: 22980 BUSINESS PHONE: 5409463500 MAIL ADDRESS: STREET 1: 1154 SHENANDOAH VILLAGE DRIVE CITY: WAYNESBORO STATE: VA ZIP: 22980 FORMER COMPANY: FORMER CONFORMED NAME: NTELOS HOLDINGS CORP DATE OF NAME CHANGE: 20050527 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: O'Neil Brian J CENTRAL INDEX KEY: 0001443830 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51798 FILM NUMBER: 161628071 MAIL ADDRESS: STREET 1: C/O NTELOS HOLDINGS CORP. STREET 2: 1154 SHENANDOAH VILLAGE DRIVE CITY: WAYNESBORO STATE: VA ZIP: 22980 FORMER NAME: FORMER CONFORMED NAME: ONeil Brian DATE OF NAME CHANGE: 20110816 FORMER NAME: FORMER CONFORMED NAME: O'Neil Brian J DATE OF NAME CHANGE: 20080825 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2016-05-06 1 0001328571 NTELOS HOLDINGS CORP. NTLS 0001443830 O'Neil Brian J C/O NTELOS HOLDINGS CORP 1154 SHENANDOAH VILLAGE DRIVE WAYNESBORO VA 22980 1 EVP, Gen Counsel & Secretary Common Stock, Par Value $0.01 Per Share 2016-05-06 4 M 0 4880 0 A 120912 D Common Stock, Par Value $0.01 Per Share 2016-05-06 4 M 0 1300 0 A 122212 D Common Stock, Par Value $0.01 Per Share 2016-05-06 4 D 0 122212 9.25 D 0 D Common Stock, Par Value $0.01 Per Share 2016-05-06 4 D 0 3801 9.25 D 0 I By 401(k) Phantom Shares 2016-05-06 4 M 0 4880 0 D 2019-02-28 Common Stock 4880 0 D Performance Stock Units 2016-05-06 4 A 0 993 0 A 2016-12-31 Common Stock 993 1300 D Performance Stock Units 2016-05-06 4 M 0 1300 0 D 2016-12-31 Common Stock 1300 0 D Stock Option (Right to Buy) 6.00 2016-05-06 4 D 0 44913 0 D 2025-03-05 Common Stock 44913 0 D Each Phantom Share is the economic equivalent of one share of Issuer's common stock. The vested Phantom Shares were settled for cash immediately prior to consummation of the merger at the value of the merger consideration, $9.25 per share, pursuant to the Agreement and Plan of Merger, dated as of August 10, 2015 among the Issuer, Shenandoah Telecommunications Company, and Gridiron Merger Sub., Inc. Each earned Performance Stock Unit ("PSU") represents a right to receive a share, including accrued reinvested dividends, of Issuer's common stock upon a final vesting date pursuant to the terms of the award. Immediately prior to consummation of the merger, each earned PSU was settled for cash at the value of the merger consideration, $9.25 per share. This option, which provided for vesting in annual installments of 25% of the total award beginning on March 5, 2016, was cancelled immediately prior to consummation of the merger in exchange for a cash payment of $145,967, representing the difference between the exercise price of the option and the merger consideration per share of $9.25. /s/ Brian J. O'Neil 2016-05-06