FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Dobbins John T

2. Date of Event Requiring Statement (MM/DD/YYYY)
4/30/2014 

3. Issuer Name and Ticker or Trading Symbol

EarthLink Holdings Corp. [ELNK]

(Last)        (First)        (Middle)

1375 PEACHTREE STREET

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
EVP Network Operations /

(Street)

ATLANTA, GA 30309       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units   (1) 10/22/2014   (1) 10/22/2023   Common Stock   29000     (1) D    
Restricted Stock Units   (2) 2/20/2015   (2) 2/20/2024   Common Stock   43322     (2) D    

Explanation of Responses:
( 1)  The Restricted Stock Units were acquired under the Company's 2011 Equity and Cash Incentive Plan. 24,500 of the Restricted Stock Units are performance-based and 4,500 are time-based. The time-based Restricted Stock Units vest ratably on each of October 22, 2014, October 22, 2015 and October 22, 2016. The performance-based Restricted Stock Units vest on October 22, 2016. Vested Restricted Stock Units will be converted and distributed to the Reporting Person, without payment, in shares of Common Stock on a unit-for-share basis.
( 2)  The Restricted Stock Units were acquired under the Company's 2011 Equity and Cash Incentive Plan. 50% of the Restricted Stock Units are performance-based and 50% are time-based. The time-based Restricted Stock Units vest ratably on each of February 20, 2015, February 20, 2016 and February 20, 2017. The performance-based Restricted Stock Units will be earned depending on the level of successful completion during 2014 of certain Company performance objectives, with full vesting of Restricted Stock Units earned on February 20, 2017. Vested Restricted Stock Units will be converted and distributed to the Reporting Person, without payment, in shares of Common Stock on a unit-for-share basis.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Dobbins John T
1375 PEACHTREE STREET
ATLANTA, GA 30309


EVP Network Operations

Signatures
/s/ John T. Dobbins 5/2/2014
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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