James Denson Wilson Jr - Jul 8, 2022 Form 4 Insider Report for ADTRAN Holdings, Inc. (ADTN)

Role
Chief Revenue Officer
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
7/11/2022, 04:54 PM
Previous filing
Jun 6, 2022
Next filing
Sep 2, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ADTN Common Stock Award +132K 132K Jul 8, 2022 Direct F1, F2, F3
transaction ADTN Common Stock Award +4.12K 4.12K 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 +6.26K 6.26K Jul 8, 2022 Common Stock 6.26K $15.33 Direct F1, F2, F4
transaction ADTN Non-Qualified Stock Option (Right to Buy) Award +12.5K 12.5K Jul 8, 2022 Common Stock 12.5K $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 +19.8K 19.8K Jul 8, 2022 Common Stock 19.8K $18.97 Direct F1, F2, F4
transaction ADTN Incentive Stock Option (Right to Buy) Award +4.87K 4.87K Jul 8, 2022 Common Stock 4.87K $23.64 Direct F1, F2, F4
transaction ADTN Non-Qualified Stock Option (Right to Buy) Award +15.2K 15.2K Jul 8, 2022 Common Stock 15.2K $23.64 Direct F1, F2, F4
transaction ADTN Phantom Stock Award +17.2K 17.2K Jul 8, 2022 Common Stock 17.2K 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 the Issuer 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 102,422 time-based restricted stock units ("RSUs") that settle upon vesting in shares of the Issuer's common stock, 24,182 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 78,240 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.