Michael Foliano - Jul 8, 2022 Form 4 Insider Report for ADTRAN Holdings, Inc. (ADTN)

Role: SVP of Finance and CFO
Signature: /s/ Michael Foliano
Stock symbol: ADTN
Transactions as of: Jul 8, 2022
Transactions value $: $0
Form type: 4
Date filed: 7/11/2022, 04:47 PM
Previous filing: Jun 6, 2022
Next filing: Aug 11, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ADTN	Common Stock	Award		+150K			150K	Jul 8, 2022	Direct	F1, F2, F3
transaction	ADTN	Common Stock	Award		+248			248	Jul 8, 2022	401(k) Plan	F1, 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	ADTN	Incentive Stock Option (Right to Buy)	Award		+5.64K			5.64K	Jul 8, 2022	Common Stock	5.64K	$15.33	Direct	F1, F2, F4
transaction	ADTN	Non-Qualified Stock Option (Right to Buy)	Award		+16.9K			16.9K	Jul 8, 2022	Common Stock	16.9K	$15.33	Direct	F1, F2, F4
transaction	ADTN	Incentive Stock Option (Right to Buy)	Award		+5.27K			5.27K	Jul 8, 2022	Common Stock	5.27K	$18.97	Direct	F1, F2, F4
transaction	ADTN	Non-Qualified Stock Option (Right to Buy)	Award		+17.3K			17.3K	Jul 8, 2022	Common Stock	17.3K	$18.97	Direct	F1, F2, F4
transaction	ADTN	Incentive Stock Option (Right to Buy)	Award		+5.22K			5.22K	Jul 8, 2022	Common Stock	5.22K	$23.64	Direct	F1, F2, F4
transaction	ADTN	Non-Qualified Stock Option (Right to Buy)	Award		+12.8K			12.8K	Jul 8, 2022	Common Stock	12.8K	$23.64	Direct	F1, F2, F4
transaction	ADTN	Incentive Stock Option (Right to Buy)	Award		+4.52K			4.52K	Jul 8, 2022	Common Stock	4.52K	$16.97	Direct	F1, F2, F4
transaction	ADTN	Non-Qualified Stock Option (Right to Buy)	Award		+13.5K			13.5K	Jul 8, 2022	Common Stock	13.5K	$16.97	Direct	F1, F2, F4
transaction	ADTN	Phantom Stock	Award		+21.1K			21.1K	Jul 8, 2022	Common Stock	21.1K		Direct	F1, F2, F5

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

Explanation of Responses:

Id	Content
F1	Pursuant to that certain Business Combination Agreement, dated August 30, 2021, by and among ADTRAN, Inc.; ADVA Optical Networking SE; the Issuer (f/k/a Acorn HoldCo, Inc.); and Acorn MergeCo, Inc., ADTRAN, Inc. became a wholly owned subsidiary of Holdings on July 8, 2022 (the "Effective Time"). At the Effective Time, (a) each share of ADTRAN, Inc.'s common stock converted, on a one-for-one basis, into a share of the Issuer's common stock; (b) each RSU measured in shares of ADTRAN, Inc.'s common stock, whether vested or unvested, converted, on a one-for-one basis, into an RSU measured in shares of the Issuer's common stock on the same terms and conditions as were applicable to the corresponding RSU immediately prior to the Effective Time;
F2	(Continued from footnote 1) (c) each option to purchase ADTRAN, Inc.'s common stock converted, on a one-for-one basis, into an option to purchase shares of the Issuer's 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 ADTRAN, Inc. (representing the economic equivalent of one share of ADTRAN, Inc.'s common stock) converted, on a one-for-one basis, into a share of phantom stock of the Issuer on the same terms and conditions as were applicable to the corresponding phantom stock immediately prior to the Effective Time.
F3	Includes 123,853 time-based restricted stock units ("RSUs") that settle upon vesting in shares of the Issuer's common stock, 26,524 of which were converted from RSUs measured in ADTRAN, Inc.'s common stock owned by the reporting person prior to the Effective Time (as defined below), and 97,329 of which were acquired in connection with the conversion of a target number of unearned performance stock units ("PSUs") measured in shares of ADTRAN, Inc.'s common stock owned by the reporting person prior to the Effective Time (as defined below).
F4	The options granted to the reporting person vested in four annual installments beginning on the anniversary of the date of grant and were fully vested prior to the Effective Time.
F5	Represents shares of phantom stock of the Issuer that have been acquired through the automatic reinvestment of dividends paid on the Issuer's common stock, which phantom shares become payable in cash six months after the reporting person's separation of service with the Issuer.