| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/06/2015 |
3. Issuer Name and Ticker or Trading Symbol
Lumos Networks Corp. [ LMOS ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 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 Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Warrants | (1) | (1) | Common Stock | (1) | (1) | D(2) | |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Lumos Investment Holdings, Ltd. (the "Warrants Holder") holds warrants (the "Warrants") to purchase up to 5,500,000 shares (subject to adjustment) of the common stock (the "Common Stock") of Lumos Networks Corp. (the "Company"). The Warrants, which may be net-share settled only, have an initial exercise price $13.99 per share of Common Stock, which is subject to adjustment for certain anti-dilution events as set forth in the Warrants. |
| 2. The Warrants Holder is the direct beneficial owner of the Warrants. On the basis of relationships among the reporting persons, the other reporting persons may be deemed indirect beneficial owners of the Warrants, but each such other reporting person disclaims beneficial ownership of the Warrants except to the extent of its pecuniary interest therein, if any. |
| Remarks: |
| On August 6, 2015, Mr. William M. Pruellage, a partner at Pamplona Capital Management, LLC, and Mr. Peter D. Aquino, the founder of Broad Valley Capital LLC, each became a director of the Company. On the basis of the relationships among and between the reporting persons and Mr. Pruellage, each of the reporting persons may be considered a director of the Company on the basis of having deputized Mr. Pruellage to serve as a director of the Company. |
| /s/ Ana Bela Vieira Armstrong, Authorised Signatory | 08/14/2015 | |
| /s/ Ana Bela Vieira Armstrong, Authorised Signatory | 08/14/2015 | |
| /s/ Ana Bela Vieira Armstrong, Authorised Signatory | 08/14/2015 | |
| /s/ Raymond Busuttil, Director | 08/14/2015 | |
| /s/ Steve Gauci, Director of Pamplona PE Investments US Limited as Managing Member of Pamplona Capital Management LLC | 08/14/2015 | |
| ** 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 5 (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. | ||