Statement of Changes in Beneficial Ownership (4)
November 17 2017 - 4:04PM
Edgar (US Regulatory)
FORM 4
[
X
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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
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Pamplona Capital Partners IV LP
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2. Issuer Name
and
Ticker or Trading Symbol
Lumos Networks Corp.
[
LMOS
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
See Remarks
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(Last)
(First)
(Middle)
C/O MOURANT OZANNES, 94 SOLARIS AVENUE, CAMANA BAY, P.O. BOX 1348
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/17/2017
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(Street)
GRAND CAYMAN, E9 KY1-1108
(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)
___ Form filed by One Reporting Person
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X
_ 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
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11/17/2017
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X
(1)
(2)
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5500000
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A
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$13.99
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5500000
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D
(1)
(2)
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Common Stock
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11/17/2017
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S
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1225278
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D
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$18.00
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0
(1)
(2)
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D
(1)
(2)
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Common Stock
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11/17/2017
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F
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4274722
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D
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$18.00
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0
(1)
(2)
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D
(1)
(2)
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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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Warrants
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$13.99
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11/17/2017
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X
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5500000
(1)
(2)
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8/6/2015
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8/6/2022
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Common Stock
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5500000
(1)
(2)
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$0.00
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0
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I
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See footnote
(3)
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Explanation of Responses:
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(1)
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Lumos Investment Holdings, Ltd. (the "Warrants Holder") was the direct beneficial owner of warrants (the "Warrants") to purchase up to 5,500,000 shares (subject to adjustment) of the common stock (the "Common Stock") of Lumos Networks Corp. (the "Company"). The Warrants, which may be net-share settled only, had an initial exercise price of $13.99 per share of Common Stock, which was subject to adjustment for certain anti-dilution events as set forth in the Warrants. The Warrants Holder and Pamplona Capital Partners IV LP directed the issuer to issue the shares of common stock issuable upon exercise of the Warrants to Pamplona Capital Partners IV LP. On the basis of relationships among Pamplona Capital Management, LLP, Pamplona Capital Partners IV LP, Pamplona PE Investments Malta Limited and Pamplona Capital Management, LLC (each a "Pamplona Entity", and, collectively, the "Pamplona Entities"), (continued in footnote 2)
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(2)
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the Pamplona Entities may be deemed indirect beneficial owners of the Warrants, but each such Pamplona Entity disclaims beneficial ownership of the Warrants except to the extent of its pecuniary interest therein, if any. On the basis of relationships among the Pamplona Entities, each of Pamplona Capital Management, LLP, Pamplona PE Investments Malta Limited and Pamplona Capital Management, LLC may be deemed indirect beneficial owners of the common stock issued in connection with the exercise of the Warrants, but each such Pamplona Entity disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any.
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(3)
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The Warrants Holder is the direct beneficial owner of the Warrants. On the basis of relationships among the reporting persons, the other reporting persons
may be deemed indirect beneficial owners of the Warrants, but each such other reporting person disclaims beneficial ownership of the Warrants except to the
extent of its pecuniary interest therein, if any. Pursuant to the instructions of the Warrants Holder, the shares were issued to Pamplona Capital Partners IV LP.
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Remarks:
On August 6, 2015, Mr. William M. Pruellage, a partner at Pamplona Capital Management, LLC, and Mr. Peter D. Aquino, the founder of Broad Valley Capital LLC, each became a director of the Company. On the basis of the relationships among and between the reporting persons and Mr. Pruellage, each of the reporting persons may be considered a director of the Company on the basis of having deputized Mr. Pruellage to serve as a director of the Company.
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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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Pamplona Capital Partners IV LP
C/O MOURANT OZANNES, 94 SOLARIS AVENUE
CAMANA BAY, P.O. BOX 1348
GRAND CAYMAN, E9 KY1-1108
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See Remarks
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Pamplona Capital Management, LLP
25 PARK LANE
LONDON, X0 W1K 1RA
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See Remarks
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Pamplona PE Investments Malta Ltd
5TH FLOOR MARINA BUSINESS CENTRE
TRIQ L-ABATE RIGORD
TA'XBIEX, O1 XBX 1127
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See Remarks
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Lumos Investment Holdings, Ltd.
C/O MOURANT OZANNES, 94 SOLARIS AVENUE
CAMANA BAY, P.O. BOX 1348
GRAND CAYMAN, E9 KY1-1108
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See Remarks
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Pamplona Capital Management, LLC
375 PARK AVENUE
23RD FLOOR
NEW YORK, NY 10152
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See Remarks
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Signatures
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/s/ Ana Bela Vieira Armstrong, Authorised Signatory
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11/17/2017
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**
Signature of Reporting Person
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Date
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/s/ Ana Bela Vieira Armstrong, Authorised Signatory
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11/17/2017
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**
Signature of Reporting Person
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Date
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/s/ Raymond Busuttil, Director
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11/17/2017
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**
Signature of Reporting Person
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Date
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/s/ Ana Bela Vieira Armstrong, Authorised Signatory
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11/17/2017
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**
Signature of Reporting Person
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Date
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/s/ Steve Gauci, Director of Pamplona PE Investments US Limited as Managing Member of Pamplona Capital Management LLC
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11/17/2017
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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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