Searchlight III CVL, L.P. - Jul 16, 2021 Form 3 Insider Report for Consolidated Communications Holdings, Inc. (CNSL)

Role: 10%+ Owner
Signature: SEARCHLIGHT III CVL, L.P. By: Searchlight III CVL GP, LLC, its General Partner, By: /s/ Andrew Frey, Name: Andrew Frey, Title: Authorized Person
Stock symbol: CNSL
Transactions as of: Jul 16, 2021
Transactions value $: $0
Form type: 3
Date filed: 7/28/2021, 02:34 PM
Next filing: Dec 9, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	CNSL	Common Stock						24.2M	Jul 16, 2021	Direct	F1, F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	This Form 3 is being filed jointly pursuant to Rule 16a-1(a)(3) and Rule 16a-3(j) under the Securities Act of 1934, as amended (the "Exchange Act") to report the transaction in respect of the common stock, par value $0.01 per share ("Common Stock"), of Consolidated Communications Holdings, Inc. (the "Issuer") that Searchlight III CVL, L.P. ("Searchlight III CVL") and Searchlight III CVL GP, LLC, a Delaware limited liability company and the general partner of Searchlight III CVL ("Searchlight III CVL GP" and, together with Searchlight III CVL, the "Reporting Persons") may be deemed to beneficially own and to report beneficial ownership of shares of Common Stock that the Reporting Persons may be deemed to have acquired as a result of the automatic conversion of the Contingent Payment Right (as defined below).
F2	Searchlight III CVL is a Delaware limited partnership that was formed to effect the investment (the "Investment") in the Issuer's securities in connection with that certain Investment Agreement, dated as of September 13, 2020, by and between Searchlight III CVL and the Issuer (the "Investment Agreement"). The general partner of the Searchlight III CVL is Searchlight III CVL GP. Searchlight III CVL GP is a Delaware limited liability company that was formed to effect the Investment. Eric Zinterhofer is the sole member of Searchlight III CVL GP and directly or indirectly controls the investment and voting decisions of Searchlight III CVL GP.
F3	The reported securities may be deemed to be owned directly by Searchlight III CVL and indirectly by Searchlight III CVL GP. Each of the Reporting Persons and Mr. Zinterhofer disclaim beneficial ownership of any shares of Common Stock by the Record Holders or that may be beneficially owned by any of the other Reporting Persons, in each case except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity or person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
F4	On July 15, 2021, the Issuer received the final state public utility commission regulatory approval necessary for the conversion of the contingent payment right (the "Contingent Payment Right") issued pursuant to the contingent payment right agreement, dated as of October 2, 2020, by and between Searchlight III CVL and the Issuer, into 17,870,012 shares of Common Stock (the "Issued Shares"). As such, the Contingent Payment Right was automatically converted into the Issued Shares.