- Initial Statement of Beneficial Ownership (3)
October 27 2011 - 8:59PM
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
Expires:
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(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Huber Michael
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2. Date of Event Requiring Statement (MM/DD/YYYY)
10/18/2011
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3. Issuer Name
and
Ticker or Trading Symbol
Lumos Networks Corp. [LMOS]
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(Last)
(First)
(Middle)
C/O QUADRANGLE GROUP LLC, 375 PARK AVENUE, 14TH FLOOR
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
NEW YORK, NY 10152
(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)
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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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Common Stock, par value $0.01 per share
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5680838
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I
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See footnotes.
(1)
(2)
(3)
(4)
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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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Explanation of Responses:
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(
1)
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This Form 3 is being filed in connection with the Securities and Exchange Commission's declaration of effectiveness of the Registration Statement on Form 10 of Lumos Networks Corp. ("Lumos Networks") which describes the planned distribution by NTELOS Holdings Corp. to its stockholders of all common stock of Lumos Networks.
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(
2)
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5,680,838 shares of common stock of Lumos Networks are beneficially owned by Quadrangle NTELOS Holdings II LP (based on (i) the 11,361,677 shares of common stock of NTELOS Holdings Corp. beneficially owned by the QCP II Funds as reported in NTELOS Holdings Corp.'s 2011 proxy statement, (ii) NTELOS Holdings Corp.'s announced 2-1 reverse stock split, which will occur on October 31, 2011 and (iii) NTELOS Holdings Corp.'s declared distribution thereafter on October 31, 2011 of one share of Lumos Networks common stock for each share of NTELOS Holdings Corp.'s common stock held as of October 24, 2011). Continue on footnote 3.
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(
3)
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Mr. Huber is a managing member of QCP GP Investors II LLC. QCP GP Investors II LLC is the general partner of Quadrangle GP Investors II LP, which is the general partner of each of Quadrangle (AIV2) Capital Partners II LP, Quadrangle Select Partners II LP and Quadrangle Capital Partners II-A LP (collectively, the "QCP II Funds"). The QCP II Funds are the managing members of Quadrangle NTELOS GP LLC, which is the general partner of Quadrangle NTELOS Holdings II LP.
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(
4)
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Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), Mr. Huber may be deemed to be the beneficial owner of the securities reported herein only to the extent of his pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that Mr. Huber is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount.
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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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Huber Michael
C/O QUADRANGLE GROUP LLC
375 PARK AVENUE, 14TH FLOOR
NEW YORK, NY 10152
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X
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Signatures
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/s/ Michael Huber
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10/27/2011
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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 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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