Leigh R. Fox - Sep 7, 2021 Form 4 Insider Report for CINCINNATI BELL INC (CBB)

Role: President and CEO, Director
Signature: /s/ Christopher J. Wilson, Attorney-in-fact for Leigh R. Fox
Stock symbol: CBB
Transactions as of: Sep 7, 2021
Transactions value $: -$4,747,588
Form type: 4
Date filed: 9/9/2021, 08:54 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CBB	Common Stock	Disposed to Issuer	-$2.15M	-139K	-87.42%	$15.50	20K	Sep 7, 2021	By Julia C. Fox trust	F1
transaction	CBB	Common Stock	Disposed to Issuer	-$287K	-18.5K	-92.67%	$15.50	1.47K	Sep 7, 2021	By Leigh and Julia Fox Charitable Fund	F1
transaction	CBB	Common Stock	Disposed to Issuer	-$22.7K	-1.47K	-100%	$15.50	0	Sep 7, 2021	By Trustee of the Company's 401-K Plan	F1
transaction	CBB	Common Stock	Disposed to Issuer	-$2.29M	-147K	-100%	$15.50	0	Sep 7, 2021	Direct	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CBB	Performance-Based Restricted Stock Units	Award	$0	+169K		$0.00	169K	Sep 7, 2021	Common Stock	169K		Direct	F3, F4
transaction	CBB	Performance-Based Restricted Stock Units	Disposed to Issuer		-169K	-100%		0	Sep 7, 2021	Common Stock	169K		Direct	F5

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

Leigh R. Fox is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Pursuant to the Agreement and Plan of Merger, dated as of March 13, 2020 (the "Merger Agreement"), by and among Cincinnati Bell Inc., an Ohio corporation (the "Company"), Red Fiber Parent LLC, a Delaware limited liability company, and RF Merger Sub Inc., an Ohio corporation and directly wholly owned subsidiary of Parent ("Merger Sub"), at the effective time of the merger of Merger Sub with and into the Company (the "Merger"), each share of common stock, par value $0.01 per share, of the Company ("Company Common Shares") was converted into the right to receive $15.50 in cash, without interest (the "Merger Consideration").
F2	Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding restricted stock unit with respect to Company Common Shares ("Company RSU") became fully vested and was canceled and converted into the right to receive a lump-sum amount in cash, without interest, equal to the product of (a) the Merger Consideration and (b) the number of Company Common Shares subject to such Company RSU.
F3	Each Company RSU subject to performance-based vesting conditions ("Company PSU") represented a right to receive Company Common Shares, subject to the achievement of performance conditions.
F4	On January 31, 2019, the Reporting Person was awarded 147,482 target Company PSUs subject to the achievement of applicable performance criteria. In accordance with the terms of the Merger Agreement and the applicable Company PSU award agreement, the board of directors of the Company approved a payout of 114.7% of the target Company PSUs under the performance criteria set in 2019, subject to the closing of the Merger.
F5	Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding Company PSU became fully vested and was canceled and converted into the right to receive a lump-sum amount in cash, without interest, equal to the product of (a) the Merger Consideration and (b) the number of Company Common Shares subject to such Company PSU.