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

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.