Sec Form 4 Filing - HARRINGTON JOHN @ Inteliquent, Inc. - 2017-02-10

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
HARRINGTON JOHN
2. Issuer Name and Ticker or Trading Symbol
Inteliquent, Inc. [ IQNT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SVP-Regulatory,Litigation &HR
(Last) (First) (Middle)
550 W ADAMS, STE 900
3. Date of Earliest Transaction (MM/DD/YY)
02/10/2017
(Street)
CHICAGO, IL60661
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, par value $0.001 per share 02/10/2017 D( 1 ) 12,959 ( 2 ) D $ 23 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
Employee Stock Option (right to purchase) $ 2.67 02/10/2017 D 15,156 ( 3 ) 03/15/2023 Common Stock 15,156 $ 20.33 0 D
Employee Stock Option (right to purchase) $ 13.86 02/10/2017 D 4,925 ( 3 ) 03/17/2024 Common Stock 4,925 $ 9.14 0 D
Employee Stock Option (right to purchase) $ 15.49 02/10/2017 D 6,462 ( 3 ) 03/13/2025 Common Stock 6,462 $ 7.51 0 D
Employee Stock Option (right to purchase) $ 16.78 02/10/2017 D 6,612 ( 3 ) 02/22/2026 Common Stock 6,612 $ 6.22 0 D
Performance Stock Units ( 4 ) ( 5 ) 02/10/2017 D 4,519 ( 4 )( 5 ) 03/15/2018 Common Stock 4,749 ( 4 ) ( 5 ) ( 4 ) ( 5 ) 0 D
Performance Stock Units ( 6 ) 02/10/2017 D 4,321 ( 6 ) 03/15/2019 Common Stock 2,535 ( 6 ) ( 6 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HARRINGTON JOHN
550 W ADAMS
STE 900
CHICAGO, IL60661
SVP-Regulatory,Litigation &HR
Signatures
/s/ Richard L. Monto, as Attorney-in-Fact for John Harrington 02/14/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On November 2, 2016, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Onvoy, LLC ("Onvoy") and Onvoy Igloo Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub merged (the "Merger") with and into the Issuer, with the Issuer surviving the Merger as a direct wholly-owned subsidiary of Onvoy. The Merger became effective on February 10, 2017 (the "Effective Time"). Pursuant to the Merger Agreement, each share of the Issuer's common stock, par value $0.001 ("Common Stock"), issued and outstanding prior to the Effective Time was automatically cancelled and converted into the right to receive a cash payment equal to $23.00, without interest, less any applicable tax withholding.
( 2 )This amount includes 7,997 shares of restricted stock that became fully vested at the Effective Time pursuant to the Merger Agreement.
( 3 )Pursuant to the terms of the Merger Agreement, each option to purchase shares of Common Stock that was outstanding and unexercised immediately prior to the Effective Time, whether or not vested, was automatically converted into the right to receive a cash payment equal to the product of (A) the total number of shares of Common Stock issuable upon exercise of such option and (B) the excess, if any, of $23.00 over the exercise price per share of such option, less any applicable tax withholding.
( 4 )Represents previously unvested performance stock units ("PSUs"). Pursuant to the Merger Agreement, at the Effective Time, unvested PSUs became fully vested and automatically converted into the right to receive a cash payment equal to the product of (A) the number of shares of Common Stock subject to such PSU at 140% of target and (B) $23.00, less any applicable tax withholding. The shares of Common Stock were calculated based upon total shareholder return ("TSR") of the issuer over a three-year measuring period weighted (i) two-thirds against the TSR of all companies in the S&P 500 Index and (ii) one-third against the TSR of all companies in the S&P Small Cap 600 Telecommunications Services Index.
( 5 )(Continued from footnote 4) Such shares were prorated for the number of days from January 1, 2015 through and including the closing date of the Merger compared to the total number of days in the measuring period. The number in clause (A) also includes 294 shares of common stock, representing dividends paid during the measuring period.
( 6 )Represents previously unvested PSUs. Pursuant to the Merger Agreement, at the Effective Time, unvested PSUs became fully vested and automatically converted into the right to receive a cash payment equal to the product of (A) the number of shares of Common Stock subject to such PSU at 150% of target and (B) $23.00, less any applicable tax withholding. The shares of Common Stock were calculated based upon TSR of the issuer over a three-year measuring period weighted (i) two-thirds against the TSR of all companies in the S&P 500 Index and (ii) one-third against the TSR of all companies in the S&P Small Cap 600 Telecommunications Services Index. Such shares were prorated for the number of days from January 1, 2016 through and including the closing date of the Merger compared to the total number of days in the measuring period. The number in clause (A) also includes 132 shares of common stock, representing dividends paid during the measuring period.

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