Sec Form 4 Filing - Ferguson Bradley A @ EarthLink Holdings, LLC - 2017-02-27

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 Ferguson Bradley A 2. Issuer Name and Ticker or Trading Symbol EarthLink Holdings, LLC [ ELNK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, Corp Dev, Consumer & SB (Last) (First) (Middle) 1170 PEACHTREE STREET, SUITE 900 3. Date of Earliest Transaction (MM/DD/YY) 02/27/2017 (Street) ATLANTA, GA30309 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 ( 1 ) 02/27/2017 D( 1 ) 229,929 D 0 D

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 Restricetd Stock Units ( 1 ) ( 1 ) 02/27/2017 D( 1 ) 149,757 ( 1 ) ( 1 ) Common Stock 149,757 ( 1 ) 0 D Stock Options ( 2 ) ( 2 ) 02/27/2017 D( 2 ) 115,284 ( 2 ) ( 2 ) Common Stock 115,284 ( 2 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ferguson Bradley A 1170 PEACHTREE STREET, SUITE 900 ATLANTA, GA30309 EVP, Corp Dev, Consumer & SB Signatures /s/ Bradley A. Ferguson 02/27/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposition pursuant to the Agreement and Plan of Merger, dated as of November 5, 2016 (the "Merger Agreement"), by and among EarthLink, Windstream Holdings Corp. ("Windstream"), Europa Merger Sub, Inc. ("Merger Sub 1") and Europa Merger Sub, LLC ("Merger Sub 2") whereby Merger Sub 1 merged with and into EarthLink with EarthLink surviving as an indirect, wholly-owned subsidiary of Windstream (the "Merger") and, immediately thereafter, EarthLink merged with and into Merger Sub 2, with Merger Sub 2 surviving as an indirect, wholly-owned subsidiary of Windstream with the Merger being a transaction exempt under Rule 16b-3(e). Upon completion of the Merger, each outstanding share of EarthLink common stock was converted into 0.818 shares of Windstream common stock and each outstanding restricted stock unit of EarthLink was assumed by Windstream and converted into 0.818 restricted stock units of Windstream. ( 2 )At the effective time of the Merger, each outstanding option to purchase EarthLink common stock was cancelled and converted into the right to receive shares of Windstream common stock, determined by a ratio set forth in the Merger Agreement.

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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