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