SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* SPECTRUM EQUITY INVESTORS IV LP (Last) (First) (Middle) ONE INTERNATIONAL PLACE SUITE 29TH FLOOR (Street) BOSTON MA 02110 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/21/2005	3. Issuer Name and Ticker or Trading Symbol Consolidated Communications Illinois Holdings, Inc. [ CNSL ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	6,814,745 ( 1 )	D
Common Stock	750,016 ( 1 )	I	See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* SPECTRUM EQUITY INVESTORS IV LP (Last) (First) (Middle) ONE INTERNATIONAL PLACE SUITE 29TH FLOOR (Street) BOSTON MA 02110 (City) (State) (Zip)

1. Name and Address of Reporting Person* Spectrum IV Investment Managers Fund, L.P. (Last) (First) (Middle) ONE INTERNATIONAL PLACE SUITE 29TH FLOOR (Street) BOSTON MA 02110 (City) (State) (Zip)

1. Name and Address of Reporting Person* SPECTRUM EQUITY INVESTORS PARALLEL IV LP (Last) (First) (Middle) ONE INTERNATIONAL PLACE SUITE 29TH FLOOR (Street) BOSTON MA 02110 (City) (State) (Zip)

1. Name and Address of Reporting Person* SPECTRUM EQUITY INVESTORS III L P (Last) (First) (Middle) ONE INTERNATIONAL PLACE SUITE 29TH FLOOR (Street) BOSTON MA 02110 (City) (State) (Zip)

1. Name and Address of Reporting Person* SEI III ENTREPRENEURS FUND L P (Last) (First) (Middle) ONE INTERNATIONAL PLACE SUITE 29TH FLOOR (Street) BOSTON MA 02110 (City) (State) (Zip)

1. Name and Address of Reporting Person* SPECTRUM III INVESTMENT MANAGERS FUND LP (Last) (First) (Middle) ONE INTERNATIONAL PLACE SUITE 29TH FLOOR (Street) BOSTON MA 02110 (City) (State) (Zip)

1. Name and Address of Reporting Person* Spectrum Equity Associates IV L P (Last) (First) (Middle) ONE INTERNATIONAL PLACE SUITE 29TH FLOOR (Street) BOSTON MA 02110 (City) (State) (Zip)

1. Name and Address of Reporting Person* Spectrum Equity Associates III L P (Last) (First) (Middle) ONE INTERNATIONAL PLACE SUITE 29TH FLOOR (Street) BOSTON MA 02110 (City) (State) (Zip)

1. Name and Address of Reporting Person* SEI Entrepreneurs Fund LLC (Last) (First) (Middle) ONE INTERNATIONAL PLACE SUITE 29TH FLOOR (Street) BOSTON MA 02110 (City) (State) (Zip)

1. Name and Address of Reporting Person* MARONI KEVIN J (Last) (First) (Middle) C/O SPECTRUM EQUITY INVESTORS ONE INTERNATIONAL PLACE, 29TH FLOOR (Street) BOSTON MA 02110 (City) (State) (Zip)

Explanation of Responses:

1. Shares acquired pursuant to a reorganization as described in the Issuer's registration statement on Form S-1 (Registration No. 333-121086).

2. Represents 6,814,745 shares of Common Stock held by Spectrum Equity Investors IV, L.P. ("SEI4"); 81,513 shares of Common Stock held by Spectrum IV Investment Managers? Fund, L.P. ("SIM4"); 40,231 shares of Common Stock held by Spectrum Equity Investors Parallel IV, L.P. ("SEIP4"); 603,487 shares of Common Stock held by Spectrum Equity Investors III, L.P. ("SEI3"); 18,859 shares of Common Stock held by SEI III Entrepreneurs? Fund L.P. ("SEI3E"); and 6,286 shares of Common Stock held by Spectrum III Investment Managers? Fund L.P. ("SIM3"). Spectrum Equity Associates IV, L.P. ("SEA4") is the sole general partner of SEI4 and SEIP4. Spectrum Equity Associates III, L.P. ("SEA3") is the sole general partner of SEI3. SEI III Entrepreneurs LLC ("SEI3LLC") is the sole general partner of SEI3E.

3. Because these funds ultimately are under common management that shares the power to direct the voting and disposition of the shares, each of these entities may be deemed to share beneficial ownership of the shares owned by the others. Each of these entities disclaims this beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purpose of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein.

4. Because decisions by each of the entities serving as the ultimate general partners of the individual funds in question are made by majority vote of either four or seven partners or members, as the case may be, no individual partner of SEA4, SIM4, SEA3 or SIM3, and no individual member of SEI3LLC, has the power alone to direct the voting or disposition of the shares, and no such individual has the power to prevent the voting or disposition of such shares over his objection.

5. Kevin J. Maroni is a director of the Issuer and a general partner or managing member of, and holds a minority interest in, the funds of Spectrum Equity Investors IV, L.P. and its affiliates ("Spectrum Equity") that own shares of the Issuer?s Common Stock. As a result, Mr. Maroni may be deemed to share beneficial ownership of the shares of Common Stock owned by Spectrum Equity. Mr. Maroni disclaims beneficial ownership of such shares, and this report shall not be deemed an admission that Mr. Maroni is the beneficial owner of the securities for purpose of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein. Mr. Maroni beneficially owns no shares directly. Mr. Maroni will resign on the closing date of the issuer's initial public offering and thereby cease being a reporting person.

Remarks:

	James N. Pepin, Power of Attorney	07/21/2005
	James N. Pepin, Power of Attorney	07/21/2005
	James N. Pepin, Power of Attorney	07/21/2005
	James N. Pepin, Power of Attorney	07/21/2005
	James N. Pepin, Power of Attorney	07/21/2005
	James N. Pepin, Power of Attorney	07/21/2005
	James N. Pepin, Power of Attorney	07/21/2005
	James N. Pepin, Power of Attorney	07/21/2005
	James N. Pepin, Power of Attorney	07/21/2005
	James N. Pepin, Power of Attorney	07/21/2005
	** Signature of Reporting Person	Date
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