| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ADTRAN INC [ ADTN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/22/2005 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 07/22/2005 | M | 7,271 | A | $18.032 | 48,671 | D | |||
| Common Stock | 07/22/2005 | S | 7,271 | D | $27.01 | 41,400 | D | |||
| Common Stock | 07/25/2005 | M | 15,000 | A | $18.032 | 56,400 | D | |||
| Common Stock | 07/25/2005 | S | 15,000 | D | $26.84 | 41,400 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Non-Qualified Stock Option (right to buy) | $18.03 | 07/22/2005 | M | 7,271 | 07/15/2000(1) | 07/15/2009 | Common Stock | 7,271 | $0 | 22,729 | D | ||||
| Non-Qualified Stock Option (right to buy) | $18.03 | 07/25/2005 | M | 15,000 | 07/15/2000(1) | 07/15/2009 | Common Stock | 15,000 | $0 | 7,729 | D | ||||
| Incentive Stock Option (right to buy) | $8.7 | 07/12/2001(2) | 07/12/2010 | Common Stock | 11,498 | 11,498 | D | ||||||||
| Incentive Stock Option (right to buy) | $10.5 | 10/16/2003(3) | 10/16/2012 | Common Stock | 9,522 | 9,522 | D | ||||||||
| Incentive Stock Option (right to buy) | $12.75 | 07/23/2002(4) | 07/23/2011 | Common Stock | 7,844 | 7,844 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $8.7 | 07/12/2001(5) | 07/12/2010 | Common Stock | 16,628 | 16,628 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $10.5 | 10/16/2003(3) | 10/16/2012 | Common Stock | 72,978 | 72,978 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $12.75 | 07/23/2002(4) | 07/23/2011 | Common Stock | 67,156 | 67,156 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $32.27 | 11/25/2004(6) | 11/25/2013 | Common Stock | 5,000 | 5,000 | D | ||||||||
| Explanation of Responses: |
| 1. The option vests in five (5) equal annual installments beginning on July 15, 2000. |
| 2. The option vests as follows: One (1) share vests on 7/12/2003; 5,748 shares vest on 7/12/2004. |
| 3. The option vests in four equal and annual installments beginning on the first anniversary date of the grant as shown in column 6. |
| 4. The option vests in four equal and annual installments beginning on the first anniversary date of the grant as shown in column 3. |
| 5. The option vests as follows: 28,126 shares vest on 08/30/02; 14,061 shares vest on 7/12/2003; 8,314 shares vest on 07/12/2004. |
| 6. Option is 100% vested on first anniversary date of grant. |
| Remarks: |
| All option amounts and the shares of common stock held by the reporting person reflect an adjustment as a result of a two-for-one stock split on the common stock, effective December 15, 2003, effected in the form of a stock dividend of one share of common stock for each outstanding share of common stock for shareholders of record of the issuer on December 1, 2003. |
| By: Cathy Bartels For: Howard A. Thrailkill | 07/26/2005 | |
| ** 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. | ||