Initial Statement of Beneficial Ownership (3)
11 April 2015 - 6:39AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
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Thurston R Michael
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2. Date of Event Requiring Statement (MM/DD/YYYY)
3/30/2015
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3. Issuer Name
and
Ticker or Trading Symbol
EarthLink Holdings Corp. [ELNK]
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(Last)
(First)
(Middle)
1170 PEACHTREE STREET, SUITE 900
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
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X
___ Officer (give title below)
_____ Other (specify below)
Vice President and Controller /
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(Street)
ATLANTA, GA 30309
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Options
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9/12/2006
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9/12/2015
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Common Stock
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6000
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$10.36
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D
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Restricted Stock Units
(1)
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2/20/2016
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2/20/2023
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Common Stock
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13477
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(1)
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D
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Restricted Stock Units
(2)
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2/20/2016
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2/20/2024
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Common Stock
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23446
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(2)
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D
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Restricted Stock Units
(3)
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2/19/2016
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2/19/2025
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Common Stock
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28124
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(3)
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D
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Explanation of Responses:
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(
1)
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The Restricted Stock Units were acquired on February 20, 2013 under the Company's 2011 Equity and Cash Incentive Plan. The Restricted Stock Units vest as follows: (a) 6,075 are time-based and will vest on February 20, 2016; and (b) 7,402 are performance-based and will vest on February 20, 2016 due to satisfaction of performance objectives. Vested Restricted Stock Units will be converted and distributed to the Reporting Person, without payment, in shares of Common Stock on a unit-for-share basis.
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(
2)
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The Restricted Stock Units were acquired on February 20, 2014 under the Company's 2011 Equity and Cash Incentive Plan. The Restricted Stock Units vest as follows: (a) 9,378 are time-based and will vest ratably on February 20, 2016 and February 20, 2017; and (b) 14,068 are performance-based and will vest on February 20, 2017 due to satisfaction of performance objectives. Vested Restricted Stock Units will be converted and distributed to the Reporting Person, without payment, in shares of Common Stock on a unit-for-share basis.
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(
3)
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The Restricted Stock Units were acquired on February 19, 2015 under the Company's 2011 Equity and Cash Incentive Plan. 50% of the Restricted Stock Units are performance-based and 50% are time-based. The performance-based Restricted Stock Units will be earned depending on the level of successful completion during 2015 of certain Company performance objectives, with full vesting of Restricted Stock Units earned on the third anniversary of the grant date. The time-based Restricted Stock Units vest ratably on the first, second and third anniversaries of the grant date. Vested Restricted Stock Units will be converted and distributed to the Reporting Person, without payment, in shares of Common Stock on a unit-for-share basis.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Thurston R Michael
1170 PEACHTREE STREET, SUITE 900
ATLANTA, GA 30309
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Vice President and Controller
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Signatures
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/s/ R. Michael Thurston
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4/10/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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