SEC Form 4
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 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)
| 2. Issuer Name and Ticker or Trading Symbol ADTRAN Holdings, Inc. [ ADTN ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 07/20/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 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 | 330,609.14 | D | ||||||||
Common Stock | 19,361.03 | I | By spouse |
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 | ||||||||
Stock Option | $19.09 | 07/20/2022 | A(1) | 88,326 | 05/16/2026 | 05/14/2029 | Common Stock | 88,326 | (1) | 88,326 | D | ||||
Stock Option | $12.17 | 07/20/2022 | A(1) | 49,464 | 05/16/2025 | 05/14/2028 | Common Stock | 49,464 | (1) | 49,464 | D | ||||
Stock Option | $7.01 | 07/20/2022 | A(1) | 41,220 | 05/16/2024 | 05/14/2027 | Common Stock | 41,220 | (1) | 41,220 | D | ||||
Stock Option | $7.05 | 07/20/2022 | A(1) | 61,830 | 05/16/2022 | 05/14/2025 | Common Stock | 61,830 | (1) | 61,830 | D | ||||
Stock Option | $10.59 | 07/20/2022 | A(1) | 17,668 | 05/16/2020 | 05/14/2023 | Common Stock | 17,668 | (1) | 17,668 | D |
Explanation of Responses: |
1. Pursuant to the Business Combination Agreement (the "Business Combination Agreement"), dated August 30, 2021, by and among ADTRAN, Inc.; ADVA Optical Networking SE ("ADVA"); the Issuer (f/k/a Acorn HoldCo, Inc.); and Acorn MergeCo, Inc., the Issuer and ADVA consummated the Exchange Offer (as defined in the Business Combination Agreement) and ADVA became a subsidiary of the Issuer on July 15, 2022. In connection therewith, on July 20, 2022, the reporting person's options to purchase shares of ADVA's common stock outstanding immediately prior to the Closing Date ("ADVA Options") converted into options to purchase shares of the Issuer's common stock ("Issuer Options"), at a ratio of 1 ADVA Option to 0.8244 Issuer Options (such ratio, the "Exchange Ratio"), rounded down to the nearest whole share, and at an exercise price equal to the original ADVA Option exercise price divided by the Exchange Ratio and multiplied by the FX rate on the Closing Date, rounded up to the nearest cent. |
Remarks: |
/s/ Michael Foliano, by power of attorney | 07/21/2022 | |
** 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. |