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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

STANTON THOMAS R

(Last)

(First)

(Middle)

C/O ADTRAN

901 EXPLORER BLVD.

(Street)

HUNTSVILLE

35806

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ADTRAN Holdings, Inc. [ ADTN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2022

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	08/11/2022		M		5,893	A	$16.97	847,975.09	D
Common Stock	08/11/2022		F⁽¹⁾		4,124	D	$24.25	843,851.09	D
Common Stock	08/11/2022		M		69,473	A	$16.97	913,324.09	D
Common Stock	08/11/2022		F⁽²⁾		57,867	D	$24.25	855,457.09	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)
Incentive Stock Option (Right to Buy)	$16.97	08/11/2022		M			5,893	⁽³⁾	11/06/2022	Common Stock	5,893	$0	0	D
Non-Qualified Stock Option (Right to Buy)	$16.97	08/11/2022		M			69,473	⁽³⁾	11/06/2022	Common Stock	69,473	$0	0	D
Phantom Stock	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Common Stock	158,297.672		158,297.672	D

Explanation of Responses:

1. Represents shares surrendered to Adtran Holdings, Inc. to cover the exercise price of outstanding stock options. The reporting person received 1,769 shares of common stock on the net exercise of stock options to purchase 5,893 shares of common stock. The reporting person surrendered 4,124 shares of common stock underlying the stock options for payment of the exercise price, using the closing stock price on August 10, 2022 of $24.25, pursuant to the terms of the 2006 Employee Stock Incentive Plan.

2. Represents shares surrendered to Adtran Holdings, Inc. to cover the exercise price of outstanding stock options. The reporting person received 11,606 shares of common stock on the net exercise of stock options to purchase 69,473 shares of common stock. The reporting person surrendered 57,867 shares of common stock underlying the stock options for payment of the exercise price and tax withholding, using the closing stock price on August 10, 2022 of $24.25, pursuant to the terms of the 2006 Employee Stock Incentive Plan.

3. The options granted to the reporting person vested in four annual installments beginning on the anniversary of the date of grant and were fully vested prior to the Effective Time.

4. Represents shares of phantom stock of the Issuer that have been acquired through the automatic reinvestment of dividends paid on the Issuer's common stock, which phantom shares become payable in cash six months after the reporting person's separation of service with the Issuer.

	Michael Foliano, by power of attorney	08/15/2022
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.