| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FAIRPOINT COMMUNICATIONS INC [ FRP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 3. Date of Earliest Transaction
(Month/Day/Year)
09/15/2008 |
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 $0.01 per share | 09/15/2008 | F | 7,686 ( 1 ) | D | ( 2 ) | 101,381 | D | |||
| Common Stock, par value $0.01 per share | 09/15/2008 | D | 3,838 ( 3 ) | D | ( 4 ) | 97,543 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
| Restricted Stock Units ( 5 ) | ( 6 ) | 09/15/2008 | D | 1,579 ( 5 ) | ( 7 ) | ( 6 ) | Common Stock, par value $0.01 per share | 1,579 | ( 8 ) | 77,364 | D | ||||
| Explanation of Responses: |
| 1. These securities are restricted shares ("Restricted Shares") of FairPoint Communications, Inc. (the "Company") common stock, par value $0.01 per share (the "Common Stock"), awarded pursuant to the FairPoint Communications, Inc. 2005 Stock Incentive Plan (the "2005 Plan"). On September 15, 2008, 23,686 of the Reporting Person's Restricted Shares vested. Pursuant to the 2005 Plan, at the Reporting Person's election, the Restricted Shares reported hereby were forfeited by the Reporting Person to satisfy applicable withholding tax obligations with respect to the vesting of such Restricted Shares. |
| 2. No consideration was received by the Reporting Person for his forfeiture of the Restricted Shares. The forfeiture of Restricted Shares by the Reporting Person was made pursuant to the 2005 Plan. |
| 3. These securities are Restricted Shares which were unvested as of September 15, 2008. In accordance with the 2005 Plan and the Reporting Person's corresponding Restricted Stock Agreement, the unvested Restricted Shares were forfeited by the Reporting Person upon the effective date of his resignation, September 15, 2008. |
| 4. No consideration was received by the Reporting Person for his forfeiture of these Restricted Shares. |
| 5. Theses derivative securities are restricted stock units ("Restricted Stock Units") representing shares of the Company's Common Stock, awarded pursuant to the FairPoint Communications, Inc. 2000 Employee Stock Incentive Plan (the "2000 Plan"), which were unvested as of September 15, 2008. In accordance with the 2000 Plan and the Reporting Person's corresponding Restricted Unit Agreement, these unvested Restricted Stock Units were forfeited by the Reporting Person upon the effective date of his resignation, September 15, 2008. |
| 6. These Restricted Stock Units represent shares of Common Stock and, accordingly, have neither an exercise price nor an expiration date. |
| 7. These Restricted Stock Units would have vested on December 12, 2008. |
| 8. No consideration was received by the Reporting Person for his forfeiture of these Restricted Stock Units. |
| /s/ Walter E. Leach, Jr. | 09/16/2008 | |
| ** 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 Number. | ||