0000950157-21-001006.txt : 20210909 0000950157-21-001006.hdr.sgml : 20210909 20210909205435 ACCESSION NUMBER: 0000950157-21-001006 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210907 FILED AS OF DATE: 20210909 DATE AS OF CHANGE: 20210909 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fox Leigh R. CENTRAL INDEX KEY: 0001582800 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08519 FILM NUMBER: 211245642 MAIL ADDRESS: STREET 1: 221 EAST FOURTH STREET CITY: CINCINNATI STATE: OH ZIP: 45202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CINCINNATI BELL INC CENTRAL INDEX KEY: 0000716133 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 311056105 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 221 E FOURTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 513-397-9900 MAIL ADDRESS: STREET 1: P O BOX 2301 CITY: CINCINNATI STATE: OH ZIP: 45201 FORMER COMPANY: FORMER CONFORMED NAME: BROADWING INC DATE OF NAME CHANGE: 20000512 FORMER COMPANY: FORMER CONFORMED NAME: CINCINNATI BELL INC /OH/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CBI INC DATE OF NAME CHANGE: 19830814 4 1 form4.xml X0306 4 2021-09-07 true 0000716133 CINCINNATI BELL INC CBB 0001582800 Fox Leigh R. 221 EAST FOURTH STREET CINCINNATI OH 45202 true true President and CEO Common Stock 2021-09-07 4 D 0 138830 15.5 D 19984 I By Julia C. Fox trust Common Stock 2021-09-07 4 D 0 18519 15.5 D 1465 I By Leigh and Julia Fox Charitable Fund Common Stock 2021-09-07 4 D 0 1465 15.5 D 0 I By Trustee of the Company's 401-K Plan Common Stock 2021-09-07 4 D 0 147482 15.5 D 0 D Performance-Based Restricted Stock Units 2021-09-07 4 A 0 169197 0 A 2021-09-07 2021-09-07 Common Stock 169197 169197 D Performance-Based Restricted Stock Units 2021-09-07 4 D 0 169197 D 2021-09-07 2021-09-07 Common Stock 169197 0 D Pursuant to the Agreement and Plan of Merger, dated as of March 13, 2020 (the "Merger Agreement"), by and among Cincinnati Bell Inc., an Ohio corporation (the "Company"), Red Fiber Parent LLC, a Delaware limited liability company, and RF Merger Sub Inc., an Ohio corporation and directly wholly owned subsidiary of Parent ("Merger Sub"), at the effective time of the merger of Merger Sub with and into the Company (the "Merger"), each share of common stock, par value $0.01 per share, of the Company ("Company Common Shares") was converted into the right to receive $15.50 in cash, without interest (the "Merger Consideration"). Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding restricted stock unit with respect to Company Common Shares ("Company RSU") became fully vested and was canceled and converted into the right to receive a lump-sum amount in cash, without interest, equal to the product of (a) the Merger Consideration and (b) the number of Company Common Shares subject to such Company RSU. Each Company RSU subject to performance-based vesting conditions ("Company PSU") represented a right to receive Company Common Shares, subject to the achievement of performance conditions. On January 31, 2019, the Reporting Person was awarded 147,482 target Company PSUs subject to the achievement of applicable performance criteria. In accordance with the terms of the Merger Agreement and the applicable Company PSU award agreement, the board of directors of the Company approved a payout of 114.7% of the target Company PSUs under the performance criteria set in 2019, subject to the closing of the Merger. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding Company PSU became fully vested and was canceled and converted into the right to receive a lump-sum amount in cash, without interest, equal to the product of (a) the Merger Consideration and (b) the number of Company Common Shares subject to such Company PSU. /s/ Christopher J. Wilson, Attorney-in-fact for Leigh R. Fox 2021-09-07