0001209191-22-041663.txt : 20220708 0001209191-22-041663.hdr.sgml : 20220708 20220708163803 ACCESSION NUMBER: 0001209191-22-041663 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220708 FILED AS OF DATE: 20220708 DATE AS OF CHANGE: 20220708 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wilson James Denson Jr CENTRAL INDEX KEY: 0001371377 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24612 FILM NUMBER: 221074825 MAIL ADDRESS: STREET 1: 901 EXPLORER BLVD CITY: HUNTSVILLE STATE: AL ZIP: 35806 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ADTRAN INC CENTRAL INDEX KEY: 0000926282 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 630918200 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 901 EXPLORER BLVD CITY: HUNTSVILLE STATE: AL ZIP: 35806 BUSINESS PHONE: 256-963-8220 MAIL ADDRESS: STREET 1: 901 EXPLORER BLVD CITY: HUNTSVILLE STATE: AL ZIP: 35806 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-07-08 1 0000926282 ADTRAN INC ADTN 0001371377 Wilson James Denson Jr C/O ADTRAN 901 EXPLORER BLVD. HUNTSVILLE AL 35806 0 1 0 0 Chief Revenue Officer Common Stock 2022-07-08 4 D 0 54015.153 D 0 D Common Stock 2022-07-08 4 D 0 4117.411 D 0 I 401(k) Plan Incentive Stock Option (Right to Buy) 15.33 2022-07-08 4 D 0 6260 D 2025-11-14 Common Stock 6260 0 D Non-Qualified Stock Option (Right to Buy) 15.33 2022-07-08 4 D 0 12522 D 2025-11-14 Common Stock 12522 0 D Incentive Stock Option (Right to Buy) 18.97 2022-07-08 4 D 0 5271 D 2024-11-15 Common Stock 5271 0 D Non-Qualified Stock Option (Right to Buy) 18.97 2022-07-08 4 D 0 19772 D 2024-11-15 Common Stock 19772 0 D Incentive Stock Option (Right to Buy) 23.64 2022-07-08 4 D 0 4865 D 2023-11-02 Common Stock 4865 0 D Non-Qualified Stock Option (Right to Buy) 23.64 2022-07-08 4 D 0 15169 D 2023-11-02 Common Stock 15169 0 D Phantom Stock 2022-07-08 4 D 0 17196.473 D Common Stock 17196.473 0 D Includes 24,182 time-based restricted stock units ("RSUs") that settle upon vesting in shares of the Issuer's common stock. Pursuant to that certain Business Combination Agreement, dated August 30, 2021, by and among the Issuer, ADVA Optical Networking SE, Acorn HoldCo, Inc. (now named ADTRAN Holdings, Inc. ("Holdings")), and Acorn MergeCo, Inc., the Issuer became a wholly owned subsidiary of Holdings on July 8, 2022 (the "Effective Time"). At the Effective Time, (a) each share of the Issuer's common stock converted, on a one-for-one basis, into a share of Holdings' common stock; (b) each RSU measured in shares of the Issuer's common stock, whether vested or unvested, converted, on a one-for-one basis, into an RSU measured in shares of Holdings' common stock on the same terms and conditions as were applicable to the corresponding RSU immediately prior to the Effective Time; (Continued from footnote 2) (c) each option to purchase the Issuer's common stock converted, on a one-for-one basis, into an option to purchase shares of Holdings' common stock on the same terms and conditions as were applicable to the corresponding option immediately prior to the Effective Time; and (d) each share of phantom stock of the Issuer (representing the economic equivalent of one share of the Issuer's common stock) converted, on a one-for-one basis, into a share of phantom stock of Holdings on the same terms and conditions as were applicable to the corresponding phantom stock immediately prior to the Effective Time. The reporting person's status as an officer of the Issuer terminated as of the Effective Time. /s/ Michael Foliano, by power of attorney 2022-07-08