Sec Form 4 Filing - Goel Hemant @ Spok Holdings, Inc - 2019-03-08

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Goel Hemant 2. Issuer Name and Ticker or Trading Symbol Spok Holdings, Inc [ SPOK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President of Spok, Inc. (Last) (First) (Middle) C/O SPOK HOLDINGS, INC., 6850 VERSAR CTR STE 420 3. Date of Earliest Transaction (MM/DD/YY) 03/08/2019 (Street) SPRINGFIELD, VA22151 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 03/08/2019 M 8,187 ( 1 ) A $ 0 ( 2 ) 24,223 D Common Stock 03/08/2019 F 2,506 ( 2 ) D $ 14.21 ( 2 ) 21,717 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 Restricted Stock Units ( 3 ) 03/08/2019 M 8,187 ( 4 ) ( 4 ) Common Stock 8,187 $ 0 99,234 D Restricted Stock Units ( 5 ) 03/08/2019 D 8,188 ( 5 ) ( 5 ) Common Stock 8,188 $ 0 91,046 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Goel Hemant C/O SPOK HOLDINGS, INC. 6850 VERSAR CTR STE 420 SPRINGFIELD, VA22151 President of Spok, Inc. Signatures /HEMANT GOEL/ 03/08/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 8, 2019, shares were issued upon vesting of Restricted Stock Units ("RSUs") granted to Mr. Goel under the Spok Holdings, Inc. 2016 Long Term Incentive Plan (the "2016 LTIP"). ( 2 )On March 8, 2019, Mr. Goel surrendered 2,506 shares of Spok Holdings, Inc. (the "Company") common stock to the Company in payment of required tax withholdings due upon vesting of the time based awards. The price was based on the closing price per share of March 1, 2019 as reported on NASDAQ. ( 3 )RSUs were granted to Mr. Goel under the 2016 LTIP. Each RSU represents a contingent right to receive one share of the issuer's Common Stock. ( 4 )On March 8, 2019, 8,187 shares vested. ( 5 )On March 8, 2019, 8,188 shares were forfeited due to performance criteria of the 2016 LTIP not being met.

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).

** 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.