- Statement of Changes in Beneficial Ownership (4)
16 November 2011 - 12:54AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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November 30, 2011
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Highland Steven Craig
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2. Issuer Name
and
Ticker or Trading Symbol
NTELOS HOLDINGS CORP
[
NTLS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
SVP - Finance and Corp. Dev.
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(Last)
(First)
(Middle)
C/O NTELOS HOLDINGS CORP., 1154 SHENANDOAH VILLAGE DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/11/2011
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(Street)
WAYNESBORO, VA 22980
(City)
(State)
(Zip)
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4. 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 Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, Par Value $0.01 Per Share
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11/11/2011
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A
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1659
(1)
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A
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$
0
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27134
(2)
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D
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Common Stock, Par Value $0.01 Per Share
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343.09
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I
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By 401(k) Plan
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Common Stock, Par Value $0.01 Per Share
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447
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I
(3)
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By Daughter
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Common Stock, Par Value $0.01 Per Share
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447
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I
(3)
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By Son
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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. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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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 Option (Right to Buy)
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$22.4
(4)
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(6)
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3/5/2017
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Common Stock
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4050
(5)
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4050
(5)
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D
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Stock Option (Right to Buy)
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$26.32
(4)
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(7)
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3/3/2018
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Common Stock
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4050
(5)
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4050
(5)
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D
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Stock Option (Right to Buy)
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$22.25
(4)
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(8)
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3/2/2019
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Common Stock
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4050
(5)
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4050
(5)
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D
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Stock Option (Right to Buy)
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$21.53
(4)
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(9)
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3/1/2020
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Common Stock
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5505
(5)
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5505
(5)
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D
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Stock Option (Right to Buy)
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$23.98
(4)
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(10)
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2/28/2021
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Common Stock
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4441
(5)
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4441
(5)
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D
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Explanation of Responses:
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(
1)
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Restricted stock vests on 11/11/2014
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(
2)
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Balance reflects automatic adjustments to outstanding share awards, made pursuant to the Employee Matters Agreement ("Employee Matters Agreement") between NTELOS Holdings Corp. and Lumos Networks Corp. ("Lumos"), and approved by the Compensation Committee on November 11, 2011, to account for 2-for-1 reverse stock split and spin off of Lumos that occurred on October 31, 2011.
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(
3)
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The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of
such securities for purposes of Section 16 or for any other purpose.
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(
4)
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Exercise Price reflects automatic adjustment to outstanding option awards, made pursuant to the Employee Matters Agreement and approved by the Compensation Committee on November 11, 2011, to account for 2-for-1 reverse stock split and spin off of Lumos that occurred on October 31, 2011.
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(
5)
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Balance reflects automatic adjustments to outstanding option awards, made pursuant to the Employee Matters Agreement and approved by the Compensation Committee on November 11, 2011, to account for 2-for-1 reverse stock split and spin off of Lumos that occurred on October 31, 2011.
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(
6)
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Option fully vested and currently exercisable.
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(
7)
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3,037 options currently vested; remaining 1,013 options are scheduled to vest on March 3, 2012.
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(
8)
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2,025 options are currently vested. One half of remaining options are scheduled to vest on each March 2 of 2012 and 2013.
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(
9)
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1,375 options are currently vested; One-third of the remaining options vest and become exercisable on each of March 1 of 2012 - 2014.
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(
10)
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25% vests and becomes exercisable on each February 28 of 2012 - 2015.
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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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Highland Steven Craig
C/O NTELOS HOLDINGS CORP.
1154 SHENANDOAH VILLAGE DRIVE
WAYNESBORO, VA 22980
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SVP - Finance and Corp. Dev.
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Signatures
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/s/ Brian J. O'Neil, attorney-in-fact for Steven Craig Highland
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11/15/2011
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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 4(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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