Brian Protiva - 20 Jul 2022 Form 4 Insider Report for ADTRAN Holdings, Inc. (ADTN)

Role: CEO of ADVA, Director
Signature: /s/ Michael Foliano, by power of attorney
Issuer symbol: ADTN
Transactions as of: 20 Jul 2022
Net transactions value: $0
Form type: 4
Filing time: 21 Jul 2022, 18:51:22 UTC
Previous filing: 18 Jul 2022
Next filing: 02 Sep 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	ADTN	Common Stock						330,609	20 Jul 2022	Direct
holding	ADTN	Common Stock						19,361	20 Jul 2022	By spouse

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

Type	Sym	Class	Transaction	Shares	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ADTN	Stock Option	Award	+88,326	88,326	20 Jul 2022	Common Stock	88,326	$19.09	Direct	F1
transaction	ADTN	Stock Option	Award	+49,464	49,464	20 Jul 2022	Common Stock	49,464	$12.17	Direct	F1
transaction	ADTN	Stock Option	Award	+41,220	41,220	20 Jul 2022	Common Stock	41,220	$7.01	Direct	F1
transaction	ADTN	Stock Option	Award	+61,830	61,830	20 Jul 2022	Common Stock	61,830	$7.05	Direct	F1
transaction	ADTN	Stock Option	Award	+17,668	17,668	20 Jul 2022	Common Stock	17,668	$10.59	Direct	F1

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

Explanation of Responses:

Id	Content
F1	Pursuant to the Business Combination Agreement (the "Business Combination Agreement"), dated August 30, 2021, by and among ADTRAN, Inc.; ADVA Optical Networking SE ("ADVA"); the Issuer (f/k/a Acorn HoldCo, Inc.); and Acorn MergeCo, Inc., the Issuer and ADVA consummated the Exchange Offer (as defined in the Business Combination Agreement) and ADVA became a subsidiary of the Issuer on July 15, 2022. In connection therewith, on July 20, 2022, the reporting person's options to purchase shares of ADVA's common stock outstanding immediately prior to the Closing Date ("ADVA Options") converted into options to purchase shares of the Issuer's common stock ("Issuer Options"), at a ratio of 1 ADVA Option to 0.8244 Issuer Options (such ratio, the "Exchange Ratio"), rounded down to the nearest whole share, and at an exercise price equal to the original ADVA Option exercise price divided by the Exchange Ratio and multiplied by the FX rate on the Closing Date, rounded up to the nearest cent.

Content

Pursuant to the Business Combination Agreement (the "Business Combination Agreement"), dated August 30, 2021, by and among ADTRAN, Inc.; ADVA Optical Networking SE ("ADVA"); the Issuer (f/k/a Acorn HoldCo, Inc.); and Acorn MergeCo, Inc., the Issuer and ADVA consummated the Exchange Offer (as defined in the Business Combination Agreement) and ADVA became a subsidiary of the Issuer on July 15, 2022. In connection therewith, on July 20, 2022, the reporting person's options to purchase shares of ADVA's common stock outstanding immediately prior to the Closing Date ("ADVA Options") converted into options to purchase shares of the Issuer's common stock ("Issuer Options"), at a ratio of 1 ADVA Option to 0.8244 Issuer Options (such ratio, the "Exchange Ratio"), rounded down to the nearest whole share, and at an exercise price equal to the original ADVA Option exercise price divided by the Exchange Ratio and multiplied by the FX rate on the Closing Date, rounded up to the nearest cent.