Sec Form 4 Filing - Protiva Brian @ ADTRAN Holdings, Inc. - 2022-07-20

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 Protiva Brian 2. Issuer Name and Ticker or Trading Symbol ADTRAN Holdings, Inc. [ ADTN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO of ADVA (Last) (First) (Middle) C/O ADTRAN HOLDINGS, INC., 901 EXPLORER BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 07/20/2022 (Street) HUNTSVILLE, AL35806 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 330,609.14 D Common Stock 19,361.03 I By spouse

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 Stock Option $ 19.09 07/20/2022 A( 1 ) 88,326 05/16/2026 05/14/2029 Common Stock 88,326 ( 1 ) 88,326 D Stock Option $ 12.17 07/20/2022 A( 1 ) 49,464 05/16/2025 05/14/2028 Common Stock 49,464 ( 1 ) 49,464 D Stock Option $ 7.01 07/20/2022 A( 1 ) 41,220 05/16/2024 05/14/2027 Common Stock 41,220 ( 1 ) 41,220 D Stock Option $ 7.05 07/20/2022 A( 1 ) 61,830 05/16/2022 05/14/2025 Common Stock 61,830 ( 1 ) 61,830 D Stock Option $ 10.59 07/20/2022 A( 1 ) 17,668 05/16/2020 05/14/2023 Common Stock 17,668 ( 1 ) 17,668 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Protiva Brian C/O ADTRAN HOLDINGS, INC. 901 EXPLORER BLVD. HUNTSVILLE, AL35806 X CEO of ADVA Signatures /s/ Michael Foliano, by power of attorney 07/21/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Business Combination Agreement (the "Business Combination Agreement"), dated August 30, 2021, by and among ADTRAN, Inc.; ADVA Optical Networking SE ("ADVA"); the Issuer (f/k/a Acorn HoldCo, Inc.); and Acorn MergeCo, Inc., the Issuer and ADVA consummated the Exchange Offer (as defined in the Business Combination Agreement) and ADVA became a subsidiary of the Issuer on July 15, 2022. In connection therewith, on July 20, 2022, the reporting person's options to purchase shares of ADVA's common stock outstanding immediately prior to the Closing Date ("ADVA Options") converted into options to purchase shares of the Issuer's common stock ("Issuer Options"), at a ratio of 1 ADVA Option to 0.8244 Issuer Options (such ratio, the "Exchange Ratio"), rounded down to the nearest whole share, and at an exercise price equal to the original ADVA Option exercise price divided by the Exchange Ratio and multiplied by the FX rate on the Closing Date, rounded up to the nearest cent.

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).

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