Sec Form 4 Filing - Pamplona Capital Partners IV LP @ Lumos Networks Corp. - 2017-11-17

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
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
Pamplona Capital Partners IV LP
2. Issuer Name and Ticker or Trading Symbol
Lumos Networks Corp. [ LMOS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O MOURANT OZANNES, 94 SOLARIS AVENUE, CAMANA BAY, P.O. BOX 1348
3. Date of Earliest Transaction (MM/DD/YY)
11/17/2017
(Street)
GRAND CAYMAN, E9KY1-1108
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11/17/2017 X( 1 )( 2 ) 5,500,000 A $ 13.99 5,500,000 D ( 1 ) ( 2 )
Common Stock 11/17/2017 S 1,225,278 D $ 18 0 ( 1 ) ( 2 ) D ( 1 ) ( 2 )
Common Stock 11/17/2017 F 4,274,722 D $ 18 0 ( 1 ) ( 2 ) D ( 1 ) ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Warrants $ 13.99 11/17/2017 X 5,500,000 ( 1 ) ( 2 ) 08/06/2015 08/06/2022 Common Stock 5,500,000 ( 1 ) ( 2 ) $ 0 0 I See footnote ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Pamplona Capital Partners IV LP
C/O MOURANT OZANNES, 94 SOLARIS AVENUE
CAMANA BAY, P.O. BOX 1348
GRAND CAYMAN, E9KY1-1108
See Remarks
Pamplona Capital Management, LLP
25 PARK LANE
LONDON, X0W1K 1RA
See Remarks
Pamplona PE Investments Malta Ltd
5TH FLOOR MARINA BUSINESS CENTRE
TRIQ L-ABATE RIGORD
TA'XBIEX, O1XBX 1127
See Remarks
Lumos Investment Holdings, Ltd.
C/O MOURANT OZANNES, 94 SOLARIS AVENUE
CAMANA BAY, P.O. BOX 1348
GRAND CAYMAN, E9KY1-1108
See Remarks
Pamplona Capital Management, LLC
375 PARK AVENUE
23RD FLOOR
NEW YORK, NY10152
See Remarks
Signatures
/s/ Ana Bela Vieira Armstrong, Authorised Signatory 11/17/2017
Signature of Reporting Person Date
/s/ Ana Bela Vieira Armstrong, Authorised Signatory 11/17/2017
Signature of Reporting Person Date
/s/ Raymond Busuttil, Director 11/17/2017
Signature of Reporting Person Date
/s/ Ana Bela Vieira Armstrong, Authorised Signatory 11/17/2017
Signature of Reporting Person Date
/s/ Steve Gauci, Director of Pamplona PE Investments US Limited as Managing Member of Pamplona Capital Management LLC 11/17/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Lumos Investment Holdings, Ltd. (the "Warrants Holder") was the direct beneficial owner of 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, had an initial exercise price of $13.99 per share of Common Stock, which was subject to adjustment for certain anti-dilution events as set forth in the Warrants. The Warrants Holder and Pamplona Capital Partners IV LP directed the issuer to issue the shares of common stock issuable upon exercise of the Warrants to Pamplona Capital Partners IV LP. On the basis of relationships among Pamplona Capital Management, LLP, Pamplona Capital Partners IV LP, Pamplona PE Investments Malta Limited and Pamplona Capital Management, LLC (each a "Pamplona Entity", and, collectively, the "Pamplona Entities"), (continued in footnote 2)
( 2 )the Pamplona Entities may be deemed indirect beneficial owners of the Warrants, but each such Pamplona Entity disclaims beneficial ownership of the Warrants except to the extent of its pecuniary interest therein, if any. On the basis of relationships among the Pamplona Entities, each of Pamplona Capital Management, LLP, Pamplona PE Investments Malta Limited and Pamplona Capital Management, LLC may be deemed indirect beneficial owners of the common stock issued in connection with the exercise of the Warrants, but each such Pamplona Entity disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein, if any.
( 3 )The Warrants Holder is the direct beneficial owner of the Warrants. On the basis of relationships among the reporting persons, the other reporting personsmay be deemed indirect beneficial owners of the Warrants, but each such other reporting person disclaims beneficial ownership of the Warrants except to theextent of its pecuniary interest therein, if any. Pursuant to the instructions of the Warrants Holder, the shares were issued to Pamplona Capital Partners IV LP.

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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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