0001127602-17-032579.txt : 20171117 0001127602-17-032579.hdr.sgml : 20171117 20171117152713 ACCESSION NUMBER: 0001127602-17-032579 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20171117 FILED AS OF DATE: 20171117 DATE AS OF CHANGE: 20171117 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ANDERSON DIEGO B CENTRAL INDEX KEY: 0001602420 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35180 FILM NUMBER: 171210781 MAIL ADDRESS: STREET 1: LUMOS NETWORKS CORP. STREET 2: ONE LUMOS PLAZA CITY: WAYNESBORO STATE: VA ZIP: 22980 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Lumos Networks Corp. CENTRAL INDEX KEY: 0001520744 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 800697274 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE LUMOS PLAZA STREET 2: P.O. BOX 1068 CITY: WAYNESBORO STATE: VA ZIP: 22980 BUSINESS PHONE: 540-946-2000 MAIL ADDRESS: STREET 1: ONE LUMOS PLAZA STREET 2: P.O. BOX 1068 CITY: WAYNESBORO STATE: VA ZIP: 22980 FORMER COMPANY: FORMER CONFORMED NAME: NTELOS Wireline One Inc. DATE OF NAME CHANGE: 20110513 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2017-11-17 1 0001520744 Lumos Networks Corp. LMOS 0001602420 ANDERSON DIEGO B C/O LUMOS NETWORKS CORP. ONE LUMOS PLAZA WAYNESBORO VA 22980 1 SVP & General Manager Common Stock, Par Value $0.01 Per Share 2017-11-17 4 M 0 14858 11.31 A 66248 D Common Stock, Par Value $0.01 Per Share 2017-11-17 4 M 0 8135 12.80 A 74383 D Common Stock, Par Value $0.01 Per Share 2017-11-17 4 M 0 3801 13.77 A 78184 D Common Stock, Par Value $0.01 Per Share 2017-11-17 4 M 0 3801 14.23 A 81985 D Common Stock, Par Value $0.01 Per Share 2017-11-17 4 M 0 3801 15.33 A 85786 D Common Stock, Par Value $0.01 Per Share 2017-11-17 4 M 0 4042 15.52 A 89828 D Common Stock, Par Value $0.01 Per Share 2017-11-17 4 M 0 2534 16.83 A 92362 D Common Stock, Par Value $0.01 Per Share 2017-11-17 4 F 0 30121 18.00 D 62241 D Common Stock, Par Value $0.01 Per Share 2017-11-17 4 D 0 62241 18.00 D 0 D Common Stock, Par Value $0.01 Per Share 2017-11-17 4 D 0 3595.48 18.00 D 0 I By 401(k) plan Stock Option (Right to Buy) 11.31 2017-11-17 4 M 0 14858 0 D Common Stock 14858 16748 D Stock Option (Right to Buy) 12.80 2017-11-17 4 M 0 8135 0 D Common Stock 8135 0 D Stock Option (Right to Buy) 13.77 2017-11-17 4 M 0 3801 0 D Common Stock 3801 0 D Stock Option (Right to Buy) 14.23 2017-11-17 4 M 0 3801 0 D Common Stock 3801 0 D Stock Option (Right to Buy) 15.33 2017-11-17 4 M 0 3801 0 D Common Stock 3801 0 D Stock Option (Right to Buy) 15.52 2017-11-17 4 M 0 4042 0 D Common Stock 4042 0 D Stock Option (Right to Buy) 16.83 2017-11-17 4 M 0 2534 0 D Common Stock 2534 0 D Stock Option (Right to Buy) 11.31 2017-11-17 4 D 0 16748 D Common Stock 16748 0 D Stock Option (Right to Buy) 20.58 2017-11-17 4 D 0 10000 D Common Stock 10000 0 D Shares withheld by Lumos Networks Corp., a Delaware corporation (the "Company"), for net settlement of option cost for stock options exercised immediately prior to the Merger (defined below). Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") among the Company, MTN Infrastructure TopCo, Inc., a Delaware corporation ("Parent"), and MTN Infrastructure BidCo, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), on November 17, 2017, Merger Sub merged with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent (the "Merger"). Immediately prior to the effective time of the Merger, shares of Company restricted stock automatically vested and the restrictions thereon lapsed. This represents shares disposed of pursuant to the Merger Agreement and related transactions upon completion of the Merger. These dispositions are exempt under Rule 16b-3(e). Pursuant to the Merger Agreement, these stock options were exercised immediately prior to the Merger and were net settled in shares. Immediately prior to the effective time of the Merger, each option to purchase shares of Company common stock that was then outstanding automatically vested and was cancelled and entitled the option holder to receive an amount in cash equal to the product of (i) the total number of shares of Company common stock subject to the option and (ii) the amount, if any, by which the $18.00 merger consideration exceeded the applicable exercise price per share of Company common stock underlying the option (less any applicable withholding taxes). /s/ Mary McDermott, attorney-in-fact for Diego B. Anderson 2017-11-17 EX-24 2 doc1.txt POWER OF ATTORNEY (PUBLIC): POWER OF ATTORNEY Know by all these present, that the undersigned hereby constitutes and appoints each of Mary McDermott and Johan G. Broekhuysen, signing singly, the undersigned's true and lawful attorney-in-fact to: 1. Execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Lumos Networks Corp. (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities and Exchange Act of 1934 and the rules thereunder; 2. Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendments or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and 3. Take any other action of any type whatsoever in connection with the foregoing which,in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of orlegally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney in fact's substitute or substitutes shall lawfully do or cause to be done by virtue of this power ofattorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in asigned writing delivered to the foregoing attorneys in fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the 20th day of June 2017 /s/ Diego B. Anderson Diego B. Anderson