Statement of Changes in Beneficial Ownership (4)
February 23 2015 - 5:01PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
DESIMONE SAMUEL R JR
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2. Issuer Name
and
Ticker or Trading Symbol
EarthLink Holdings Corp.
[
ELNK
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Executive VP, General Counsel
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(Last)
(First)
(Middle)
C/O EARTHLINK INC, 1375 PEACHTREE STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/20/2015
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(Street)
ATLANTA, GA 30309
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
(1)
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2/20/2015
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M
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13443
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A
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(1)
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108897
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D
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Common Stock
(2)
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2/20/2015
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F
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4483
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D
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(2)
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104414
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
(1)
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(1)
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2/20/2015
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M
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13443
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2/20/2015
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2/20/2024
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Common Stock
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13443
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(1)
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379478
(3)
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D
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Restricted Stock Units
(4)
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(4)
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2/20/2015
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A
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78652
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2/20/2016
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2/20/2025
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Common Stock
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78652
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(4)
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458130
(5)
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D
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Explanation of Responses:
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(
1)
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Vested Restricted Stock Units were converted and distributed to the Reporting Person, without payment, in shares of Common Stock on a unit-for-share basis.
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(
2)
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Shares deemed surrendered in payment of tax liability resulting from vesting of Restricted Stock Units.
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(
3)
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Includes options to purchase 278,692 shares of common stock and 100,786 Restricted Stock Units.
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(
4)
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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 performance-based Restricted Stock Units will be earned depending on the level of successful completion during 2015 of certain Company performance objectives, with full vesting of Restricted Stock Units earned on the third anniversary of the grant date. The time-based Restricted Stock Units vest ratably on the first, second and third anniversaries of the grant date.
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(
5)
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Includes options to purchase 278,692 shares of common stock and 179,438 Restricted Stock Units.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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DESIMONE SAMUEL R JR
C/O EARTHLINK INC
1375 PEACHTREE STREET
ATLANTA, GA 30309
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Executive VP, General Counsel
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Signatures
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/s/ Samuel R. DeSimone, Jr.
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2/23/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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