SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Pamplona Capital Partners IV LP

(Last) (First) (Middle)
C/O MOURANT OZANNES, 94 SOLARIS AVENUE
CAMANA BAY, P.O. BOX 1348

(Street)
GRAND CAYMAN E9 KY1-1108

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Lumos Networks Corp. [ LMOS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
11/17/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/17/2017 X(1)(2) 5,500,000 A $13.99 5,500,000 D(1)(2)
Common Stock 11/17/2017 S 1,225,278 D $18 0(1)(2) D(1)(2)
Common Stock 11/17/2017 F 4,274,722 D $18 0(1)(2) D(1)(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants $13.99 11/17/2017 X 5,500,000(1)(2) 08/06/2015 08/06/2022 Common Stock 5,500,000(1)(2) $0.00 0 I See footnote(3)
1. Name and Address of Reporting Person*
Pamplona Capital Partners IV LP

(Last) (First) (Middle)
C/O MOURANT OZANNES, 94 SOLARIS AVENUE
CAMANA BAY, P.O. BOX 1348

(Street)
GRAND CAYMAN E9 KY1-1108

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
1. Name and Address of Reporting Person*
Pamplona Capital Management, LLP

(Last) (First) (Middle)
25 PARK LANE

(Street)
LONDON X0 W1K 1RA

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
1. Name and Address of Reporting Person*
Pamplona PE Investments Malta Ltd

(Last) (First) (Middle)
5TH FLOOR MARINA BUSINESS CENTRE
TRIQ L-ABATE RIGORD

(Street)
TA'XBIEX O1 XBX 1127

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
1. Name and Address of Reporting Person*
Lumos Investment Holdings, Ltd.

(Last) (First) (Middle)
C/O MOURANT OZANNES, 94 SOLARIS AVENUE
CAMANA BAY, P.O. BOX 1348

(Street)
GRAND CAYMAN E9 KY1-1108

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
1. Name and Address of Reporting Person*
Pamplona Capital Management, LLC

(Last) (First) (Middle)
375 PARK AVENUE
23RD FLOOR

(Street)
NEW YORK NY 10152

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
Explanation of Responses:
1. Lumos Investment Holdings, Ltd. (the "Warrants Holder") was the direct beneficial owner of warrants (the "Warrants") to purchase up to 5,500,000 shares (subject to adjustment) of the common stock (the "Common Stock") of Lumos Networks Corp. (the "Company"). The Warrants, which may be net-share settled only, had an initial exercise price of $13.99 per share of Common Stock, which was subject to adjustment for certain anti-dilution events as set forth in the Warrants. The Warrants Holder and Pamplona Capital Partners IV LP directed the issuer to issue the shares of common stock issuable upon exercise of the Warrants to Pamplona Capital Partners IV LP. On the basis of relationships among Pamplona Capital Management, LLP, Pamplona Capital Partners IV LP, Pamplona PE Investments Malta Limited and Pamplona Capital Management, LLC (each a "Pamplona Entity", and, collectively, the "Pamplona Entities"), (continued in footnote 2)
2. the Pamplona Entities may be deemed indirect beneficial owners of the Warrants, but each such Pamplona Entity disclaims beneficial ownership of the Warrants except to the extent of its pecuniary interest therein, if any. On the basis of relationships among the Pamplona Entities, each of Pamplona Capital Management, LLP, Pamplona PE Investments Malta Limited and Pamplona Capital Management, LLC may be deemed indirect beneficial owners of the common stock issued in connection with the exercise of the Warrants, but each such Pamplona Entity disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any.
3. The Warrants Holder is the direct beneficial owner of the Warrants. On the basis of relationships among the reporting persons, the other reporting persons may be deemed indirect beneficial owners of the Warrants, but each such other reporting person disclaims beneficial ownership of the Warrants except to the extent of its pecuniary interest therein, if any. Pursuant to the instructions of the Warrants Holder, the shares were issued to Pamplona Capital Partners IV LP.
Remarks:
On August 6, 2015, Mr. William M. Pruellage, a partner at Pamplona Capital Management, LLC, and Mr. Peter D. Aquino, the founder of Broad Valley Capital LLC, each became a director of the Company. On the basis of the relationships among and between the reporting persons and Mr. Pruellage, each of the reporting persons may be considered a director of the Company on the basis of having deputized Mr. Pruellage to serve as a director of the Company.
/s/ Ana Bela Vieira Armstrong, Authorised Signatory 11/17/2017
/s/ Ana Bela Vieira Armstrong, Authorised Signatory 11/17/2017
/s/ Raymond Busuttil, Director 11/17/2017
/s/ Ana Bela Vieira Armstrong, Authorised Signatory 11/17/2017
/s/ Steve Gauci, Director of Pamplona PE Investments US Limited as Managing Member of Pamplona Capital Management LLC 11/17/2017
** Signature of Reporting Person Date
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