Sec Form 4 Filing - Carter Matthew Jr @ Inteliquent, Inc. - 2016-12-12

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
Carter Matthew Jr
2. Issuer Name and Ticker or Trading Symbol
Inteliquent, Inc. [ IQNT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
INTELIQUENT, 550 W ADAMS, SUITE 900
3. Date of Earliest Transaction (MM/DD/YY)
12/12/2016
(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 12/12/2016 M( 1 ) 11,616 A $ 18.52 41,453 D
Common Stock, par value $0.001 per share 12/12/2016 S( 1 ) 10,200 D $ 23.09 ( 2 ) 31,253 D
Common Stock, par value $0.001 per share 12/12/2016 F 1,582 ( 3 ) D $ 23.1 29,671 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 Options (right to purchase) $ 18.52 12/12/2016 M 11,616 ( 4 ) 06/22/2025 common stock 11,616 $ 0 34,851 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Carter Matthew Jr
INTELIQUENT
550 W ADAMS, SUITE 900
CHICAGO, IL60661
X President and CEO
Signatures
/s/ Richard L. Monto, as Attorney-in-Fact for MatthewCarter, Jr 12/14/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Mr. Carter exercised options to purchase 11,616 shares of Inteliquent, Inc. (the "Company") common stock. All of these stock options hadalready vested. Mr. Carter then immediately sold 10,200 of those shares into the market to pay for the exercise price and estimated withholdingtaxes. In combination with the transaction described in footnote 3, Mr. Carter engaged in this transaction in order to preserve certaincompensation related corporate income tax deductions for the Company that may otherwise be disallowed through the operation of Section280G of the Internal Revenue Code, as amended (the "Code"), in connection with the Company's merger (the "Merger") with Onvoy, LLC ("Onvoy").
( 2 )The price reported in Column 4 is the weighted average trading price of the shares sold. These shares were sold in multiple transactions at pricesranging from $23.05 to $23.15, inclusive. Upon request, the reporting person will provide to the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price within therange set forth in this footnote.
( 3 )On December 12, 2016, the Compensation Committee (the "Committee") of the Board of Directors of the Company approved the acceleration ofvesting of all or a portion of two separate restricted stock awards previously granted to Mr. Carter. The Committee approved the accelerated vesting in order to preserve certain compensation related corporate income tax deductions for the Company that may otherwise be disallowed through the operation of Section 280G of the Code in connection with Merger with Onvoy, LLC. The reported disposition represents the withholding of shares to cover tax obligations arising from the accelerated vesting of the restricted stock.
( 4 )One-quarter of the securities to which this note relates vested on June 22, 2016; the remaining three-quarters of the securities vest in equal annual installments on the second, third and fourth anniversary following June 22, 2016.

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