Thomas R. Stanton - Jul 8, 2022 Form 4 Insider Report for ADTRAN INC (ADTN)

Role
Chairman and CEO, Director
Signature
/s/ Michael Foliano, by power of attorney
Stock symbol
ADTN
Transactions as of
Jul 8, 2022
Transactions value $
$0
Form type
4
Date filed
7/8/2022, 04:35 PM
Previous filing
Jun 6, 2022
Next filing
Jul 15, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ADTN Common Stock Disposed to Issuer -306K -100% 0 Jul 8, 2022 Direct F1, F2, F3

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 ADTN Incentive Stock Option (Right to Buy) Disposed to Issuer -6.52K -100% 0 Jul 8, 2022 Common Stock 6.52K $15.33 Direct F2, F3
transaction ADTN Non-Qualified Stock Option (Right to Buy) Disposed to Issuer -87.7K -100% 0 Jul 8, 2022 Common Stock 87.9K $15.33 Direct F2, F3
transaction ADTN Incentive Stock Option (Right to Buy) Disposed to Issuer -5.27K -100% 0 Jul 8, 2022 Common Stock 5.27K $18.97 Direct F2, F3
transaction ADTN Non-Qualified Stock Option (Right to Buy) Disposed to Issuer -88.9K -100% 0 Jul 8, 2022 Common Stock 88.9K $18.97 Direct F2, F3
transaction ADTN Incentive Stock Option (Right to Buy) Disposed to Issuer -4.23K -100% 0 Jul 8, 2022 Common Stock 4.23K $23.64 Direct F2, F3
transaction ADTN Non-Qualified Stock Option (Right to Buy) Disposed to Issuer -71.1K -100% 0 Jul 8, 2022 Common Stock 71.1K $23.64 Direct F2, F3
transaction ADTN Incentive Stock Option (Right to Buy) Disposed to Issuer -5.89K -100% 0 Jul 8, 2022 Common Stock 5.89K $16.97 Direct F2, F3
transaction ADTN Non-Qualified Stock Option (Right to Buy) Disposed to Issuer -69.5K -100% 0 Jul 8, 2022 Common Stock 69.5K $16.97 Direct F2, F3
transaction ADTN Phantom Stock Disposed to Issuer -158K -100% 0 Jul 8, 2022 Common Stock 158K Direct F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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

Explanation of Responses:

Id Content
F1 Includes 111,959 time-based restricted stock units ("RSUs") that settle upon vesting in shares of the Issuer's common stock.
F2 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;
F3 (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.

Remarks:

The reporting person's status as an officer and director of the Issuer terminated as of the Effective Time.