SEC Form 4: Fox Leigh R. returned $4,747,588 worth of Common Stock to the company (306,296 units at $15.50), closing all direct ownership in the company
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Telecommunications Equipment
Public Utilities
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CINCINNATI BELL INC [ CBB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/07/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | 09/07/2021 | D | 138,830 | D | $15.5(1) | 19,984 | I | By Julia C. Fox trust | ||
| Common Stock | 09/07/2021 | D | 18,519 | D | $15.5(1) | 1,465 | I | By Leigh and Julia Fox Charitable Fund | ||
| Common Stock | 09/07/2021 | D | 1,465 | D | $15.5(1) | 0 | I | By Trustee of the Company's 401-K Plan | ||
| Common Stock | 09/07/2021 | D | 147,482 | D | $15.5(2) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
| Performance-Based Restricted Stock Units | (3) | 09/07/2021 | A | 169,197(4) | 09/07/2021 | 09/07/2021 | Common Stock | 169,197 | $0 | 169,197 | D | ||||
| Performance-Based Restricted Stock Units | (5) | 09/07/2021 | D | 169,197(5) | 09/07/2021 | 09/07/2021 | Common Stock | 169,197 | (5) | 0 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the Agreement and Plan of Merger, dated as of March 13, 2020 (the "Merger Agreement"), by and among Cincinnati Bell Inc., an Ohio corporation (the "Company"), Red Fiber Parent LLC, a Delaware limited liability company, and RF Merger Sub Inc., an Ohio corporation and directly wholly owned subsidiary of Parent ("Merger Sub"), at the effective time of the merger of Merger Sub with and into the Company (the "Merger"), each share of common stock, par value $0.01 per share, of the Company ("Company Common Shares") was converted into the right to receive $15.50 in cash, without interest (the "Merger Consideration"). |
| 2. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding restricted stock unit with respect to Company Common Shares ("Company RSU") became fully vested and was canceled and converted into the right to receive a lump-sum amount in cash, without interest, equal to the product of (a) the Merger Consideration and (b) the number of Company Common Shares subject to such Company RSU. |
| 3. Each Company RSU subject to performance-based vesting conditions ("Company PSU") represented a right to receive Company Common Shares, subject to the achievement of performance conditions. |
| 4. On January 31, 2019, the Reporting Person was awarded 147,482 target Company PSUs subject to the achievement of applicable performance criteria. In accordance with the terms of the Merger Agreement and the applicable Company PSU award agreement, the board of directors of the Company approved a payout of 114.7% of the target Company PSUs under the performance criteria set in 2019, subject to the closing of the Merger. |
| 5. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding Company PSU became fully vested and was canceled and converted into the right to receive a lump-sum amount in cash, without interest, equal to the product of (a) the Merger Consideration and (b) the number of Company Common Shares subject to such Company PSU. |
| /s/ Christopher J. Wilson, Attorney-in-fact for Leigh R. Fox | 09/07/2021 | |
| ** 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 Number. | ||