Form 4 for ADTN ADTRAN Holdings, Inc.
Accepted 2022-07-11 00:00:00 ET · period of report 2022-07-08 · accession 0001209191-22-041802 · 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 | 2022-07-11 | 2022-07-08 | ADTN | STANTON THOMAS R | COB, CEO, Pres, Dir | A - Grant | — | +637.8K | 637.8K | New | — |
| DM | 2022-07-11 | 2022-07-08 | ADTN | STANTON THOMAS R | COB, CEO, Pres, Dir | A - Grant | — | +497.4K | 5,271 | New | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2022-07-08 | A | A | 637,792.09 | — | 637,792.09 | D | — | — | (F3) Includes 444,193 time-based restricted stock units ("RSUs") that settle upon vesting in shares of the Issuer's common stock, 111,959 of which were converted from RSUs measured in ADTRAN, Inc.'s common stock owned by the reporting person prior to the Effective Time (as defined below), and 332,234 of which were acquired in connection with the conversion of a target number of unearned performance stock units ("PSUs") measured in shares of ADTRAN, Inc.'s common stock owned by the reporting person prior to the Effective Time (as defined below). (F2) (Continued from footnote 1) (c) each option to purchase ADTRAN, Inc.'s common stock converted, on a one-for-one basis, into an option to purchase shares of the Issuer's 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 ADTRAN, Inc. (representing the economic equivalent of one share of ADTRAN, Inc.'s common stock) converted, on a one-for-one basis, into a share of phantom stock of the Issuer on the same terms and conditions as were applicable to the corresponding phantom stock immediately prior to the Effective Time. (F1) Pursuant to that certain Business Combination Agreement, dated August 30, 2021, by and among ADTRAN, Inc.; ADVA Optical Networking SE; the Issuer (f/k/a Acorn HoldCo, Inc.); and Acorn MergeCo, Inc., ADTRAN, Inc. became a wholly owned subsidiary of the Issuer on July 8, 2022 (the "Effective Time"). At the Effective Time, (a) each share of ADTRAN, Inc.'s common stock converted, on a one-for-one basis, into a share of the Issuer's common stock; (b) each RSU measured in shares of ADTRAN, Inc.'s common stock, whether vested or unvested, converted, on a one-for-one basis, into an RSU measured in shares of the Issuer's common stock on the same terms and conditions as were applicable to the corresponding RSU immediately prior to the Effective Time; |
| 2 | Derivative | Non-Qualified Stock Option (Right to Buy) | 2022-07-08 | A | A | 71,136 | — | 71,136 | D | $23.64 · — to 2023-11-02 | 71,136 Common Stock | (F2) (Continued from footnote 1) (c) each option to purchase ADTRAN, Inc.'s common stock converted, on a one-for-one basis, into an option to purchase shares of the Issuer's 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 ADTRAN, Inc. (representing the economic equivalent of one share of ADTRAN, Inc.'s common stock) converted, on a one-for-one basis, into a share of phantom stock of the Issuer on the same terms and conditions as were applicable to the corresponding phantom stock immediately prior to the Effective Time. (F1) Pursuant to that certain Business Combination Agreement, dated August 30, 2021, by and among ADTRAN, Inc.; ADVA Optical Networking SE; the Issuer (f/k/a Acorn HoldCo, Inc.); and Acorn MergeCo, Inc., ADTRAN, Inc. became a wholly owned subsidiary of the Issuer on July 8, 2022 (the "Effective Time"). At the Effective Time, (a) each share of ADTRAN, Inc.'s common stock converted, on a one-for-one basis, into a share of the Issuer's common stock; (b) each RSU measured in shares of ADTRAN, Inc.'s common stock, whether vested or unvested, converted, on a one-for-one basis, into an RSU measured in shares of the Issuer's common stock on the same terms and conditions as were applicable to the corresponding RSU immediately prior to the Effective Time; (F4) The options granted to the reporting person vested in four annual installments beginning on the anniversary of the date of grant and were fully vested prior to the Effective Time. |
| 3 | Derivative | Non-Qualified Stock Option (Right to Buy) | 2022-07-08 | A | A | 69,473 | — | 69,473 | D | $16.97 · — to 2022-11-06 | 69,473 Common Stock | (F2) (Continued from footnote 1) (c) each option to purchase ADTRAN, Inc.'s common stock converted, on a one-for-one basis, into an option to purchase shares of the Issuer's 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 ADTRAN, Inc. (representing the economic equivalent of one share of ADTRAN, Inc.'s common stock) converted, on a one-for-one basis, into a share of phantom stock of the Issuer on the same terms and conditions as were applicable to the corresponding phantom stock immediately prior to the Effective Time. (F1) Pursuant to that certain Business Combination Agreement, dated August 30, 2021, by and among ADTRAN, Inc.; ADVA Optical Networking SE; the Issuer (f/k/a Acorn HoldCo, Inc.); and Acorn MergeCo, Inc., ADTRAN, Inc. became a wholly owned subsidiary of the Issuer on July 8, 2022 (the "Effective Time"). At the Effective Time, (a) each share of ADTRAN, Inc.'s common stock converted, on a one-for-one basis, into a share of the Issuer's common stock; (b) each RSU measured in shares of ADTRAN, Inc.'s common stock, whether vested or unvested, converted, on a one-for-one basis, into an RSU measured in shares of the Issuer's common stock on the same terms and conditions as were applicable to the corresponding RSU immediately prior to the Effective Time; (F4) The options granted to the reporting person vested in four annual installments beginning on the anniversary of the date of grant and were fully vested prior to the Effective Time. |
| 4 | Derivative | Incentive Stock Option (Right to Buy) | 2022-07-08 | A | A | 5,893 | — | 5,893 | D | $16.97 · — to 2022-11-06 | 5,893 Common Stock | (F2) (Continued from footnote 1) (c) each option to purchase ADTRAN, Inc.'s common stock converted, on a one-for-one basis, into an option to purchase shares of the Issuer's 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 ADTRAN, Inc. (representing the economic equivalent of one share of ADTRAN, Inc.'s common stock) converted, on a one-for-one basis, into a share of phantom stock of the Issuer on the same terms and conditions as were applicable to the corresponding phantom stock immediately prior to the Effective Time. (F1) Pursuant to that certain Business Combination Agreement, dated August 30, 2021, by and among ADTRAN, Inc.; ADVA Optical Networking SE; the Issuer (f/k/a Acorn HoldCo, Inc.); and Acorn MergeCo, Inc., ADTRAN, Inc. became a wholly owned subsidiary of the Issuer on July 8, 2022 (the "Effective Time"). At the Effective Time, (a) each share of ADTRAN, Inc.'s common stock converted, on a one-for-one basis, into a share of the Issuer's common stock; (b) each RSU measured in shares of ADTRAN, Inc.'s common stock, whether vested or unvested, converted, on a one-for-one basis, into an RSU measured in shares of the Issuer's common stock on the same terms and conditions as were applicable to the corresponding RSU immediately prior to the Effective Time; (F4) The options granted to the reporting person vested in four annual installments beginning on the anniversary of the date of grant and were fully vested prior to the Effective Time. |
| 5 | Derivative | Incentive Stock Option (Right to Buy) | 2022-07-08 | A | A | 4,230 | — | 4,230 | D | $23.64 · — to 2023-11-02 | 4,230 Common Stock | (F2) (Continued from footnote 1) (c) each option to purchase ADTRAN, Inc.'s common stock converted, on a one-for-one basis, into an option to purchase shares of the Issuer's 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 ADTRAN, Inc. (representing the economic equivalent of one share of ADTRAN, Inc.'s common stock) converted, on a one-for-one basis, into a share of phantom stock of the Issuer on the same terms and conditions as were applicable to the corresponding phantom stock immediately prior to the Effective Time. (F1) Pursuant to that certain Business Combination Agreement, dated August 30, 2021, by and among ADTRAN, Inc.; ADVA Optical Networking SE; the Issuer (f/k/a Acorn HoldCo, Inc.); and Acorn MergeCo, Inc., ADTRAN, Inc. became a wholly owned subsidiary of the Issuer on July 8, 2022 (the "Effective Time"). At the Effective Time, (a) each share of ADTRAN, Inc.'s common stock converted, on a one-for-one basis, into a share of the Issuer's common stock; (b) each RSU measured in shares of ADTRAN, Inc.'s common stock, whether vested or unvested, converted, on a one-for-one basis, into an RSU measured in shares of the Issuer's common stock on the same terms and conditions as were applicable to the corresponding RSU immediately prior to the Effective Time; (F4) The options granted to the reporting person vested in four annual installments beginning on the anniversary of the date of grant and were fully vested prior to the Effective Time. |
| 6 | Derivative | Non-Qualified Stock Option (Right to Buy) | 2022-07-08 | A | A | 88,936 | — | 88,936 | D | $18.97 · — to 2024-11-15 | 88,936 Common Stock | (F2) (Continued from footnote 1) (c) each option to purchase ADTRAN, Inc.'s common stock converted, on a one-for-one basis, into an option to purchase shares of the Issuer's 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 ADTRAN, Inc. (representing the economic equivalent of one share of ADTRAN, Inc.'s common stock) converted, on a one-for-one basis, into a share of phantom stock of the Issuer on the same terms and conditions as were applicable to the corresponding phantom stock immediately prior to the Effective Time. (F1) Pursuant to that certain Business Combination Agreement, dated August 30, 2021, by and among ADTRAN, Inc.; ADVA Optical Networking SE; the Issuer (f/k/a Acorn HoldCo, Inc.); and Acorn MergeCo, Inc., ADTRAN, Inc. became a wholly owned subsidiary of the Issuer on July 8, 2022 (the "Effective Time"). At the Effective Time, (a) each share of ADTRAN, Inc.'s common stock converted, on a one-for-one basis, into a share of the Issuer's common stock; (b) each RSU measured in shares of ADTRAN, Inc.'s common stock, whether vested or unvested, converted, on a one-for-one basis, into an RSU measured in shares of the Issuer's common stock on the same terms and conditions as were applicable to the corresponding RSU immediately prior to the Effective Time; (F4) The options granted to the reporting person vested in four annual installments beginning on the anniversary of the date of grant and were fully vested prior to the Effective Time. |
| 7 | Derivative | Phantom Stock | 2022-07-08 | A | A | 158,297.67 | — | 158,297.67 | D | — · — to — | 158,297.67 Common Stock | (F2) (Continued from footnote 1) (c) each option to purchase ADTRAN, Inc.'s common stock converted, on a one-for-one basis, into an option to purchase shares of the Issuer's 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 ADTRAN, Inc. (representing the economic equivalent of one share of ADTRAN, Inc.'s common stock) converted, on a one-for-one basis, into a share of phantom stock of the Issuer on the same terms and conditions as were applicable to the corresponding phantom stock immediately prior to the Effective Time. (F1) Pursuant to that certain Business Combination Agreement, dated August 30, 2021, by and among ADTRAN, Inc.; ADVA Optical Networking SE; the Issuer (f/k/a Acorn HoldCo, Inc.); and Acorn MergeCo, Inc., ADTRAN, Inc. became a wholly owned subsidiary of the Issuer on July 8, 2022 (the "Effective Time"). At the Effective Time, (a) each share of ADTRAN, Inc.'s common stock converted, on a one-for-one basis, into a share of the Issuer's common stock; (b) each RSU measured in shares of ADTRAN, Inc.'s common stock, whether vested or unvested, converted, on a one-for-one basis, into an RSU measured in shares of the Issuer's common stock on the same terms and conditions as were applicable to the corresponding RSU immediately prior to the Effective Time; (F5) Represents shares of phantom stock of the Issuer that have been acquired through the automatic reinvestment of dividends paid on the Issuer's common stock, which phantom shares become payable in cash six months after the reporting person's separation of service with the Issuer. |
| 8 | Derivative | Incentive Stock Option (Right to Buy) | 2022-07-08 | A | A | 6,523 | — | 6,523 | D | $15.33 · — to 2025-11-14 | 6,523 Common Stock | (F2) (Continued from footnote 1) (c) each option to purchase ADTRAN, Inc.'s common stock converted, on a one-for-one basis, into an option to purchase shares of the Issuer's 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 ADTRAN, Inc. (representing the economic equivalent of one share of ADTRAN, Inc.'s common stock) converted, on a one-for-one basis, into a share of phantom stock of the Issuer on the same terms and conditions as were applicable to the corresponding phantom stock immediately prior to the Effective Time. (F1) Pursuant to that certain Business Combination Agreement, dated August 30, 2021, by and among ADTRAN, Inc.; ADVA Optical Networking SE; the Issuer (f/k/a Acorn HoldCo, Inc.); and Acorn MergeCo, Inc., ADTRAN, Inc. became a wholly owned subsidiary of the Issuer on July 8, 2022 (the "Effective Time"). At the Effective Time, (a) each share of ADTRAN, Inc.'s common stock converted, on a one-for-one basis, into a share of the Issuer's common stock; (b) each RSU measured in shares of ADTRAN, Inc.'s common stock, whether vested or unvested, converted, on a one-for-one basis, into an RSU measured in shares of the Issuer's common stock on the same terms and conditions as were applicable to the corresponding RSU immediately prior to the Effective Time; (F4) The options granted to the reporting person vested in four annual installments beginning on the anniversary of the date of grant and were fully vested prior to the Effective Time. |
| 9 | Derivative | Non-Qualified Stock Option (Right to Buy) | 2022-07-08 | A | A | 87,684 | — | 87,864 | D | $15.33 · — to 2025-11-14 | 87,864 Common Stock | (F2) (Continued from footnote 1) (c) each option to purchase ADTRAN, Inc.'s common stock converted, on a one-for-one basis, into an option to purchase shares of the Issuer's 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 ADTRAN, Inc. (representing the economic equivalent of one share of ADTRAN, Inc.'s common stock) converted, on a one-for-one basis, into a share of phantom stock of the Issuer on the same terms and conditions as were applicable to the corresponding phantom stock immediately prior to the Effective Time. (F1) Pursuant to that certain Business Combination Agreement, dated August 30, 2021, by and among ADTRAN, Inc.; ADVA Optical Networking SE; the Issuer (f/k/a Acorn HoldCo, Inc.); and Acorn MergeCo, Inc., ADTRAN, Inc. became a wholly owned subsidiary of the Issuer on July 8, 2022 (the "Effective Time"). At the Effective Time, (a) each share of ADTRAN, Inc.'s common stock converted, on a one-for-one basis, into a share of the Issuer's common stock; (b) each RSU measured in shares of ADTRAN, Inc.'s common stock, whether vested or unvested, converted, on a one-for-one basis, into an RSU measured in shares of the Issuer's common stock on the same terms and conditions as were applicable to the corresponding RSU immediately prior to the Effective Time; (F4) The options granted to the reporting person vested in four annual installments beginning on the anniversary of the date of grant and were fully vested prior to the Effective Time. |
| 10 | Derivative | Incentive Stock Option (Right to Buy) | 2022-07-08 | A | A | 5,271 | — | 5,271 | D | $18.97 · — to 2024-11-15 | 5,271 Common Stock | (F2) (Continued from footnote 1) (c) each option to purchase ADTRAN, Inc.'s common stock converted, on a one-for-one basis, into an option to purchase shares of the Issuer's 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 ADTRAN, Inc. (representing the economic equivalent of one share of ADTRAN, Inc.'s common stock) converted, on a one-for-one basis, into a share of phantom stock of the Issuer on the same terms and conditions as were applicable to the corresponding phantom stock immediately prior to the Effective Time. (F1) Pursuant to that certain Business Combination Agreement, dated August 30, 2021, by and among ADTRAN, Inc.; ADVA Optical Networking SE; the Issuer (f/k/a Acorn HoldCo, Inc.); and Acorn MergeCo, Inc., ADTRAN, Inc. became a wholly owned subsidiary of the Issuer on July 8, 2022 (the "Effective Time"). At the Effective Time, (a) each share of ADTRAN, Inc.'s common stock converted, on a one-for-one basis, into a share of the Issuer's common stock; (b) each RSU measured in shares of ADTRAN, Inc.'s common stock, whether vested or unvested, converted, on a one-for-one basis, into an RSU measured in shares of the Issuer's common stock on the same terms and conditions as were applicable to the corresponding RSU immediately prior to the Effective Time; (F4) The options granted to the reporting person vested in four annual installments beginning on the anniversary of the date of grant and were fully vested prior to the Effective Time. |