SEC FORM 4

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^*

COX PHILLIP R

(Last)

(First)

(Middle)

221 EAST FOURTH STREET

(Street)

CINCINNATI

45202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CINCINNATI BELL INC [ CBB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/16/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	05/16/2012		G	V	12,635	D	$3.56	42,267.925⁽²⁾	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to Buy⁽³⁾	$3.715							01/02/2003	01/02/2013	Common Stock	2,650		2,650	D
Option to Buy⁽³⁾	$4.51							04/29/2003	04/29/2013	Common Stock	9,000		9,000	D
Option to Buy⁽³⁾	$4.245							04/23/2004	04/23/2014	Common Stock	9,000		9,000	D
Option to Buy⁽³⁾	$3.87							04/29/2005	04/29/2015	Common Stock	9,000		9,000	D
Option to Buy⁽³⁾	$4.195							04/28/2006	04/28/2016	Common Stock	9,000		9,000	D
Option to Buy⁽⁴⁾	$5.31							05/03/2007	05/03/2017	Common Stock	9,000		9,000	D
Phantom Shares	⁽⁵⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	6,000		27,221.363	D
Phantom Shares	⁽⁵⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	6,000		33,221.363	D
Phantom Shares	⁽⁵⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	6,000		39,221.363	D
Phantom Shares	⁽⁵⁾							⁽⁶⁾	⁽⁶⁾	Common Shares	6,000		45,221.363	D
Phantom Shares	⁽⁵⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	6,000		51,221.363	D
Phantom Shares	⁽⁵⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	6,000		57,221.363	D
Phantom Shares	⁽⁵⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	6,000		63,221.363	D

Explanation of Responses:

1. Restricted shares granted under the 2007 Stock Option Plan for Non-Employee Directors which is a Rule 16b-3 Plan.

2. Includes 50.928 shares held by Trustee of DRP.

3. Option shares granted under the 1997 Stock Option Plan for Non-Employee Directors which is a Rule 16b-3 Plan.

4. Option shares granted under the 2007 Stock Option Plan for Non-Employee Directors which is is Rule 16b-3 Plan.

5. One for one conversion.

6. Phantom shares are payable in cash following retirement or termination of the reporting person's affiliation with the Company.

Remarks:

	Christopher J. Wilson, Attorney-in-fact for Phillip R. Cox	05/29/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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