Statement of Changes in Beneficial Ownership (4)
March 17 2015 - 4:36PM
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
*
SCHODER JOHN MICHEL
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2. Issuer Name
and
Ticker or Trading Symbol
Inteliquent, Inc.
[
IQNT
]
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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)
EVP Sales, Product & Marketing
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(Last)
(First)
(Middle)
INTELIQUENT, 550 W ADAMS STREET, SUITE 900
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/13/2015
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(Street)
CHICAGO, IL 60661
(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, par value $0.001 per share
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3/13/2015
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A
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3228
(1)
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A
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$0.00
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55242
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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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Performance Stock Units
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(2)
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3/13/2015
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A
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2260
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(2)
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3/15/2016
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Common Stock
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2260
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$0.00
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2260
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D
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Performance Stock Units
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(3)
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3/13/2015
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A
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4196
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(3)
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3/15/2017
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Common Stock
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4196
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$0.00
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4196
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D
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Performance Stock Units
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(4)
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3/13/2015
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A
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6456
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(4)
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3/15/2018
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Common Stock
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6456
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$0.00
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6456
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D
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Employee Stock Options (right to purchase)
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$15.49
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3/13/2015
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A
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9231
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(5)
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3/13/2025
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Common Stock
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9231
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$0.00
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9231
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D
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Explanation of Responses:
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(
1)
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One-quarter of the securities to which this note relates vest on March 13, 2016; the remaining three-quarters of the securities vest in equal annual installments on the second, third and fourth anniversary following March 13, 2016.
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(
2)
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Each performance stock unit represents a contingent right to receive between 0 and 2 shares of Inteliquent, Inc. common stock. The number of performance stock units reported represents the target amount. The actual number of shares to be delivered will be based on the total shareholder return of Inteliquent, Inc. over a 18-month measuring period weighted (i) two-thirds against the total shareholder return of all companies in the S&P 500 Index and (ii) one-third against the total shareholder return of all companies in the S&P Small Cap 600 Telecommunications Services Index. The actual number of shares delivered could equal 200% of the target amount. The performance stock units will settle as soon as practicable after January 1, 2016 but no later than March 15, 2016.
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(
3)
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Each performance stock unit represents a contingent right to receive between 0 and 2 shares of Inteliquent, Inc. common stock. The number of performance stock units reported represents the target amount. The actual number of shares to be delivered will be based on the total shareholder return of Inteliquent, Inc. over a two-year measuring period weighted (i) two-thirds against the total shareholder return of all companies in the S&P 500 Index and (ii) one-third against the total shareholder return of all companies in the S&P Small Cap 600 Telecommunications Services Index. The actual number of shares delivered could equal 200% of the target amount. The performance stock units will settle as soon as practicable after January 1, 2017 but no later than March 15, 2017.
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(
4)
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Each performance stock unit represents a contingent right to receive between 0 and 2 shares of Inteliquent, Inc. common stock. The number of performance stock units reported represents the target amount. The actual number of shares to be delivered will be based on the total shareholder return of Inteliquent, Inc. over a three-year measuring period weighted (i) two-thirds against the total shareholder return of all companies in the S&P 500 Index and (ii) one-third against the total shareholder return of all companies in the S&P Small Cap 600 Telecommunications Services Index. The actual number of shares delivered could equal 200% of the target amount. The performance stock units will settle as soon as practicable after January 1, 2018 but no later than March 15, 2018.
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(
5)
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One-quarter of the options to which this note relates vest on March 13, 2016; the remaining three-quarters of the options vest in equal annual installments on the second, third and fourth anniversary following March 13, 2016.
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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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SCHODER JOHN MICHEL
INTELIQUENT
550 W ADAMS STREET, SUITE 900
CHICAGO, IL 60661
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EVP Sales, Product & Marketing
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Signatures
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/s/ Richard L. Monto, as Attorney-in-Fact for John M. Schoder
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3/17/2015
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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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