FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *

Abkemeier Kurt
2. Issuer Name and Ticker or Trading Symbol

Inteliquent, Inc. [ IQNT ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Financial Officer / EVP
(Last)          (First)          (Middle)

INTELIQUENT, 550 W. ADAMS STREET, SUITE 900
3. Date of Earliest Transaction (MM/DD/YYYY)

3/13/2015
(Street)

CHICAGO, IL 60661
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.001 per share   3/13/2015     A    4842   (1) A $0.00   61744   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Stock Units     (2) 3/13/2015     A      3228         (2) 3/15/2016   Common Stock   3228   $0.00   3228   D    
Performance Stock Units     (3) 3/13/2015     A      6456         (3) 3/15/2017   Common Stock   6456   $0.00   6456   D    
Performance Stock Units     (4) 3/13/2015     A      9684         (4) 3/15/2018   Common Stock   9684   $0.00   9684   D    
Employee Stock Options (right to purchase)   $15.49   3/13/2015     A      13847         (5) 3/13/2025   Common Stock   13847   $0.00   13847   D    

Explanation of Responses:
( 1)  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.
( 2)  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.
( 3)  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.
( 4)  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.
( 5)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Abkemeier Kurt
INTELIQUENT
550 W. ADAMS STREET, SUITE 900
CHICAGO, IL 60661


Chief Financial Officer / EVP

Signatures
/s/ Richard L. Monto, as Attorney-in-Fact for Kurt Abkemeier 3/17/2015
** 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 4(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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