FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

WILSON WAYNE 		2. Issuer Name and Ticker or Trading Symbol

FAIRPOINT COMMUNICATIONS INC [ FRP ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O FAIRPOINT COMMUNICATIONS, INC., 521 E. MOREHEAD STREET, SUITE 500 		3. Date of Earliest Transaction (MM/DD/YYYY)

7/3/2017
(Street)

CHARLOTTE, NC 28202
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   7/3/2017     D    57155   D   (1) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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 Options   $9.36   7/3/2017     D         7576      (2) 1/22/2023   Common Stock   7576     (2) 0   D    
Stock Options   $13.29   7/3/2017     D         6491      (3) 1/22/2024   Common Stock   6491     (3) 0   D    
Stock Options   $14.73   7/3/2017     D         5549      (4) 1/22/2025   Common Stock   5549     (4) 0   D    
Stock Options   $14.61   7/3/2017     D         6025      (5) 1/22/2026   Common Stock   6025     (5) 0   D    

Explanation of Responses:
(1)  Disposed of pursuant to an agreement and plan of merger among FairPoint Communications, Inc., Consolidated Communications Holdings, Inc. ("Consolidated") and Falcon Merger Sub, Inc. in exchange for 41,723 shares of Consolidated common stock having a market value of $21.47 per share on the last complete trading day prior to the effective date of the merger.
(2)  This option, which provided for vesting in of all these options on January 22, 2014, was automatically canceled in exchange for the right to receive 2,227 shares (net of shares surrendered for the payment of taxes) of Consolidated common stock (after taking into account the exercise price) having a market value of $21.47 per share on the last complete trading day prior to the effective date of the merger.
(3)  This option, which provided for vesting in of all these options on January 22, 2015, was automatically canceled in exchange for the right to receive 719 shares (net of shares surrendered for the payment of taxes) of Consolidated common stock (after taking into account the exercise price) having a market value of $21.47 per share on the last complete trading day prior to the effective date of the merger.
(4)  This option, which provided for vesting in of all these options on January 22, 2016, was automatically canceled in exchange for the right to receive 243 shares (net of shares surrendered for the payment of taxes) of Consolidated common stock (after taking into account the exercise price) having a market value of $21.47 per share on the last complete trading day prior to the effective date of the merger.
(5)  This option, which provided for vesting in of all these options on January 23, 2017, was automatically canceled in exchange for the right to receive 299 shares (net of shares surrendered for the payment of taxes) of Consolidated common stock (after taking into account the exercise price) having a market value of $21.47 per share on the last complete trading day prior to the effective date of the merger.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
WILSON WAYNE
C/O FAIRPOINT COMMUNICATIONS, INC.
521 E. MOREHEAD STREET, SUITE 500
CHARLOTTE, NC 28202 		X



Signatures
/s/ Garrett Van Osdell, Power of Attorney 7/6/2017
** 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 control number.
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