Form 4 for ADTN ADTRAN Holdings, Inc.

Accepted 2022-07-08 00:00:00 ET · period of report 2022-07-08 · accession 0001209191-22-041659 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
D	2022-07-08	2022-07-08	ADTN	STANTON THOMAS R	COB, CEO, Dir	D - Sale to Iss	—	-305.6K	0	-100%	—
DM	2022-07-08	2022-07-08	ADTN	STANTON THOMAS R	COB, CEO, Dir	D - Sale to Iss	—	-497.4K	0	-100%	—

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Common Stock	2022-07-08	D	D	305,558.09	—	D	—	—	(F1) Includes 111,959 time-based restricted stock units ("RSUs") that settle upon vesting in shares of the Issuer's common stock. (F3) (Continued from footnote 2) (c) each option to purchase the Issuer's common stock converted, on a one-for-one basis, into an option to purchase shares of Holdings' common stock on the same terms and conditions as were applicable to the corresponding option immediately prior to the Effective Time; and (d) each share of phantom stock of the Issuer (representing the economic equivalent of one share of the Issuer's common stock) converted, on a one-for-one basis, into a share of phantom stock of Holdings on the same terms and conditions as were applicable to the corresponding phantom stock immediately prior to the Effective Time. (F2) Pursuant to that certain Business Combination Agreement, dated August 30, 2021, by and among the Issuer, ADVA Optical Networking SE, Acorn HoldCo, Inc. (now named ADTRAN Holdings, Inc. ("Holdings")), and Acorn MergeCo, Inc., the Issuer became a wholly owned subsidiary of Holdings on July 8, 2022 (the "Effective Time"). At the Effective Time, (a) each share of the Issuer's common stock converted, on a one-for-one basis, into a share of Holdings' common stock; (b) each RSU measured in shares of the Issuer's common stock, whether vested or unvested, converted, on a one-for-one basis, into an RSU measured in shares of Holdings' common stock on the same terms and conditions as were applicable to the corresponding RSU immediately prior to the Effective Time;
2	Derivative	Incentive Stock Option (Right to Buy)	2022-07-08	D	D	6,523	—	D	$15.33 · — to 2025-11-14	6,523 Common Stock	(F3) (Continued from footnote 2) (c) each option to purchase the Issuer's common stock converted, on a one-for-one basis, into an option to purchase shares of Holdings' common stock on the same terms and conditions as were applicable to the corresponding option immediately prior to the Effective Time; and (d) each share of phantom stock of the Issuer (representing the economic equivalent of one share of the Issuer's common stock) converted, on a one-for-one basis, into a share of phantom stock of Holdings on the same terms and conditions as were applicable to the corresponding phantom stock immediately prior to the Effective Time. (F2) Pursuant to that certain Business Combination Agreement, dated August 30, 2021, by and among the Issuer, ADVA Optical Networking SE, Acorn HoldCo, Inc. (now named ADTRAN Holdings, Inc. ("Holdings")), and Acorn MergeCo, Inc., the Issuer became a wholly owned subsidiary of Holdings on July 8, 2022 (the "Effective Time"). At the Effective Time, (a) each share of the Issuer's common stock converted, on a one-for-one basis, into a share of Holdings' common stock; (b) each RSU measured in shares of the Issuer's common stock, whether vested or unvested, converted, on a one-for-one basis, into an RSU measured in shares of Holdings' common stock on the same terms and conditions as were applicable to the corresponding RSU immediately prior to the Effective Time;
3	Derivative	Non-Qualified Stock Option (Right to Buy)	2022-07-08	D	D	87,684	—	D	$15.33 · — to 2025-11-14	87,864 Common Stock	(F3) (Continued from footnote 2) (c) each option to purchase the Issuer's common stock converted, on a one-for-one basis, into an option to purchase shares of Holdings' common stock on the same terms and conditions as were applicable to the corresponding option immediately prior to the Effective Time; and (d) each share of phantom stock of the Issuer (representing the economic equivalent of one share of the Issuer's common stock) converted, on a one-for-one basis, into a share of phantom stock of Holdings on the same terms and conditions as were applicable to the corresponding phantom stock immediately prior to the Effective Time. (F2) Pursuant to that certain Business Combination Agreement, dated August 30, 2021, by and among the Issuer, ADVA Optical Networking SE, Acorn HoldCo, Inc. (now named ADTRAN Holdings, Inc. ("Holdings")), and Acorn MergeCo, Inc., the Issuer became a wholly owned subsidiary of Holdings on July 8, 2022 (the "Effective Time"). At the Effective Time, (a) each share of the Issuer's common stock converted, on a one-for-one basis, into a share of Holdings' common stock; (b) each RSU measured in shares of the Issuer's common stock, whether vested or unvested, converted, on a one-for-one basis, into an RSU measured in shares of Holdings' common stock on the same terms and conditions as were applicable to the corresponding RSU immediately prior to the Effective Time;
4	Derivative	Phantom Stock	2022-07-08	D	D	158,297.67	—	D	— · — to —	158,297.67 Common Stock	(F3) (Continued from footnote 2) (c) each option to purchase the Issuer's common stock converted, on a one-for-one basis, into an option to purchase shares of Holdings' common stock on the same terms and conditions as were applicable to the corresponding option immediately prior to the Effective Time; and (d) each share of phantom stock of the Issuer (representing the economic equivalent of one share of the Issuer's common stock) converted, on a one-for-one basis, into a share of phantom stock of Holdings on the same terms and conditions as were applicable to the corresponding phantom stock immediately prior to the Effective Time. (F2) Pursuant to that certain Business Combination Agreement, dated August 30, 2021, by and among the Issuer, ADVA Optical Networking SE, Acorn HoldCo, Inc. (now named ADTRAN Holdings, Inc. ("Holdings")), and Acorn MergeCo, Inc., the Issuer became a wholly owned subsidiary of Holdings on July 8, 2022 (the "Effective Time"). At the Effective Time, (a) each share of the Issuer's common stock converted, on a one-for-one basis, into a share of Holdings' common stock; (b) each RSU measured in shares of the Issuer's common stock, whether vested or unvested, converted, on a one-for-one basis, into an RSU measured in shares of Holdings' common stock on the same terms and conditions as were applicable to the corresponding RSU immediately prior to the Effective Time;
5	Derivative	Non-Qualified Stock Option (Right to Buy)	2022-07-08	D	D	69,473	—	D	$16.97 · — to 2022-11-06	69,473 Common Stock	(F3) (Continued from footnote 2) (c) each option to purchase the Issuer's common stock converted, on a one-for-one basis, into an option to purchase shares of Holdings' common stock on the same terms and conditions as were applicable to the corresponding option immediately prior to the Effective Time; and (d) each share of phantom stock of the Issuer (representing the economic equivalent of one share of the Issuer's common stock) converted, on a one-for-one basis, into a share of phantom stock of Holdings on the same terms and conditions as were applicable to the corresponding phantom stock immediately prior to the Effective Time. (F2) Pursuant to that certain Business Combination Agreement, dated August 30, 2021, by and among the Issuer, ADVA Optical Networking SE, Acorn HoldCo, Inc. (now named ADTRAN Holdings, Inc. ("Holdings")), and Acorn MergeCo, Inc., the Issuer became a wholly owned subsidiary of Holdings on July 8, 2022 (the "Effective Time"). At the Effective Time, (a) each share of the Issuer's common stock converted, on a one-for-one basis, into a share of Holdings' common stock; (b) each RSU measured in shares of the Issuer's common stock, whether vested or unvested, converted, on a one-for-one basis, into an RSU measured in shares of Holdings' common stock on the same terms and conditions as were applicable to the corresponding RSU immediately prior to the Effective Time;
6	Derivative	Incentive Stock Option (Right to Buy)	2022-07-08	D	D	5,893	—	D	$16.97 · — to 2022-11-06	5,893 Common Stock	(F3) (Continued from footnote 2) (c) each option to purchase the Issuer's common stock converted, on a one-for-one basis, into an option to purchase shares of Holdings' common stock on the same terms and conditions as were applicable to the corresponding option immediately prior to the Effective Time; and (d) each share of phantom stock of the Issuer (representing the economic equivalent of one share of the Issuer's common stock) converted, on a one-for-one basis, into a share of phantom stock of Holdings on the same terms and conditions as were applicable to the corresponding phantom stock immediately prior to the Effective Time. (F2) Pursuant to that certain Business Combination Agreement, dated August 30, 2021, by and among the Issuer, ADVA Optical Networking SE, Acorn HoldCo, Inc. (now named ADTRAN Holdings, Inc. ("Holdings")), and Acorn MergeCo, Inc., the Issuer became a wholly owned subsidiary of Holdings on July 8, 2022 (the "Effective Time"). At the Effective Time, (a) each share of the Issuer's common stock converted, on a one-for-one basis, into a share of Holdings' common stock; (b) each RSU measured in shares of the Issuer's common stock, whether vested or unvested, converted, on a one-for-one basis, into an RSU measured in shares of Holdings' common stock on the same terms and conditions as were applicable to the corresponding RSU immediately prior to the Effective Time;
7	Derivative	Incentive Stock Option (Right to Buy)	2022-07-08	D	D	5,271	—	D	$18.97 · — to 2024-11-15	5,271 Common Stock	(F3) (Continued from footnote 2) (c) each option to purchase the Issuer's common stock converted, on a one-for-one basis, into an option to purchase shares of Holdings' common stock on the same terms and conditions as were applicable to the corresponding option immediately prior to the Effective Time; and (d) each share of phantom stock of the Issuer (representing the economic equivalent of one share of the Issuer's common stock) converted, on a one-for-one basis, into a share of phantom stock of Holdings on the same terms and conditions as were applicable to the corresponding phantom stock immediately prior to the Effective Time. (F2) Pursuant to that certain Business Combination Agreement, dated August 30, 2021, by and among the Issuer, ADVA Optical Networking SE, Acorn HoldCo, Inc. (now named ADTRAN Holdings, Inc. ("Holdings")), and Acorn MergeCo, Inc., the Issuer became a wholly owned subsidiary of Holdings on July 8, 2022 (the "Effective Time"). At the Effective Time, (a) each share of the Issuer's common stock converted, on a one-for-one basis, into a share of Holdings' common stock; (b) each RSU measured in shares of the Issuer's common stock, whether vested or unvested, converted, on a one-for-one basis, into an RSU measured in shares of Holdings' common stock on the same terms and conditions as were applicable to the corresponding RSU immediately prior to the Effective Time;
8	Derivative	Incentive Stock Option (Right to Buy)	2022-07-08	D	D	4,230	—	D	$23.64 · — to 2023-11-02	4,230 Common Stock	(F3) (Continued from footnote 2) (c) each option to purchase the Issuer's common stock converted, on a one-for-one basis, into an option to purchase shares of Holdings' common stock on the same terms and conditions as were applicable to the corresponding option immediately prior to the Effective Time; and (d) each share of phantom stock of the Issuer (representing the economic equivalent of one share of the Issuer's common stock) converted, on a one-for-one basis, into a share of phantom stock of Holdings on the same terms and conditions as were applicable to the corresponding phantom stock immediately prior to the Effective Time. (F2) Pursuant to that certain Business Combination Agreement, dated August 30, 2021, by and among the Issuer, ADVA Optical Networking SE, Acorn HoldCo, Inc. (now named ADTRAN Holdings, Inc. ("Holdings")), and Acorn MergeCo, Inc., the Issuer became a wholly owned subsidiary of Holdings on July 8, 2022 (the "Effective Time"). At the Effective Time, (a) each share of the Issuer's common stock converted, on a one-for-one basis, into a share of Holdings' common stock; (b) each RSU measured in shares of the Issuer's common stock, whether vested or unvested, converted, on a one-for-one basis, into an RSU measured in shares of Holdings' common stock on the same terms and conditions as were applicable to the corresponding RSU immediately prior to the Effective Time;
9	Derivative	Non-Qualified Stock Option (Right to Buy)	2022-07-08	D	D	71,136	—	D	$23.64 · — to 2023-11-02	71,136 Common Stock	(F3) (Continued from footnote 2) (c) each option to purchase the Issuer's common stock converted, on a one-for-one basis, into an option to purchase shares of Holdings' common stock on the same terms and conditions as were applicable to the corresponding option immediately prior to the Effective Time; and (d) each share of phantom stock of the Issuer (representing the economic equivalent of one share of the Issuer's common stock) converted, on a one-for-one basis, into a share of phantom stock of Holdings on the same terms and conditions as were applicable to the corresponding phantom stock immediately prior to the Effective Time. (F2) Pursuant to that certain Business Combination Agreement, dated August 30, 2021, by and among the Issuer, ADVA Optical Networking SE, Acorn HoldCo, Inc. (now named ADTRAN Holdings, Inc. ("Holdings")), and Acorn MergeCo, Inc., the Issuer became a wholly owned subsidiary of Holdings on July 8, 2022 (the "Effective Time"). At the Effective Time, (a) each share of the Issuer's common stock converted, on a one-for-one basis, into a share of Holdings' common stock; (b) each RSU measured in shares of the Issuer's common stock, whether vested or unvested, converted, on a one-for-one basis, into an RSU measured in shares of Holdings' common stock on the same terms and conditions as were applicable to the corresponding RSU immediately prior to the Effective Time;
10	Derivative	Non-Qualified Stock Option (Right to Buy)	2022-07-08	D	D	88,936	—	D	$18.97 · — to 2024-11-15	88,936 Common Stock	(F3) (Continued from footnote 2) (c) each option to purchase the Issuer's common stock converted, on a one-for-one basis, into an option to purchase shares of Holdings' common stock on the same terms and conditions as were applicable to the corresponding option immediately prior to the Effective Time; and (d) each share of phantom stock of the Issuer (representing the economic equivalent of one share of the Issuer's common stock) converted, on a one-for-one basis, into a share of phantom stock of Holdings on the same terms and conditions as were applicable to the corresponding phantom stock immediately prior to the Effective Time. (F2) Pursuant to that certain Business Combination Agreement, dated August 30, 2021, by and among the Issuer, ADVA Optical Networking SE, Acorn HoldCo, Inc. (now named ADTRAN Holdings, Inc. ("Holdings")), and Acorn MergeCo, Inc., the Issuer became a wholly owned subsidiary of Holdings on July 8, 2022 (the "Effective Time"). At the Effective Time, (a) each share of the Issuer's common stock converted, on a one-for-one basis, into a share of Holdings' common stock; (b) each RSU measured in shares of the Issuer's common stock, whether vested or unvested, converted, on a one-for-one basis, into an RSU measured in shares of Holdings' common stock on the same terms and conditions as were applicable to the corresponding RSU immediately prior to the Effective Time;