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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
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 *

Carter Matthew Jr 		2. Issuer Name and Ticker or Trading Symbol

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

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President and CEO
(Last)          (First)          (Middle)

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

12/12/2016
(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   12/12/2016     M (1)    11616   A $18.52   41453   D    
Common Stock, par value $0.001 per share   12/12/2016     S (1)    10200   D $23.09   (2) 31253   D    
Common Stock, par value $0.001 per share   12/12/2016     F    1582   (3) D $23.10   29671   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
Employee Stock Options (right to purchase)   $18.52   12/12/2016     M         11616      (4) 6/22/2025   common stock   11616   $0.00   34851   D    

Explanation of Responses:
( 1)  Mr. Carter exercised options to purchase 11,616 shares of Inteliquent, Inc. (the "Company") common stock. All of these stock options had already vested. Mr. Carter then immediately sold 10,200 of those shares into the market to pay for the exercise price and estimated withholding taxes. In combination with the transaction described in footnote 3, Mr. Carter engaged in this transaction in order to preserve certain compensation related corporate income tax deductions for the Company that may otherwise be disallowed through the operation of Section 280G of the Internal Revenue Code, as amended (the "Code"), in connection with the Company's merger (the "Merger") with Onvoy, LLC ("Onvoy").
( 2)  The price reported in Column 4 is the weighted average trading price of the shares sold. These shares were sold in multiple transactions at prices ranging from $23.05 to $23.15, inclusive. Upon request, the reporting person will provide to the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 3)  On December 12, 2016, the Compensation Committee (the "Committee") of the Board of Directors of the Company approved the acceleration of vesting of all or a portion of two separate restricted stock awards previously granted to Mr. Carter. The Committee approved the accelerated vesting in order to preserve certain compensation related corporate income tax deductions for the Company that may otherwise be disallowed through the operation of Section 280G of the Code in connection with Merger with Onvoy, LLC. The reported disposition represents the withholding of shares to cover tax obligations arising from the accelerated vesting of the restricted stock.
( 4)  One-quarter of the securities to which this note relates vested on June 22, 2016; the remaining three-quarters of the securities vest in equal annual installments on the second, third and fourth anniversary following June 22, 2016.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Carter Matthew Jr
INTELIQUENT
550 W ADAMS, SUITE 900
CHICAGO, IL 60661 		X
President and CEO

Signatures
/s/ Richard L. Monto, as Attorney-in-Fact for Matthew Carter, Jr 12/14/2016
** 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.
Inteliquent, Inc. (NASDAQ:IQNT)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more Inteliquent, Inc. Charts.
Inteliquent, Inc. (NASDAQ:IQNT)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more Inteliquent, Inc. Charts.