Sec Form 4 Filing - HARRINGTON JOHN @ Inteliquent, Inc. - 2017-01-20

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 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) INTELIQUENT, 550 W. ADAMS STREET, SUITE 900 3. Date of Earliest Transaction (MM/DD/YY) 01/20/2017 (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 01/20/2017 M 4,561 A 15,286 D Common Stock, par value $0.001 per share 01/20/2017 F 2,327 ( 2 ) D $ 22.92 12,959 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 Performance Stock Units ( 1 ) 01/20 /2017 M 2,905 ( 1 ) 03/15/2017 Common Stock 4,561 ( 1 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HARRINGTON JOHN INTELIQUENT 550 W. ADAMS STREET, SUITE 900 CHICAGO, IL60661 SVP-Regulatory,Litigation &HR Signatures /s/ Richard L. Monto, as Attorney-in-Fact for John Harrington 01/23/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each performance stock unit was granted in 2015 and represented a contingent right to receive between 0 and 2 shares of Inteliquent, Inc.common stock. The actual number of shares delivered was based on the total shareholder return of Inteliquent, Inc. over a 24-month measuringperiod weighted (i) two-thirds against the total shareholder return of all companies in the S&P 500 Index and (ii) one-third against the totalshareholder return of all companies in the S&P Small Cap 600 Telecommunications Services Index (together, the "TSR Metric"). 2,905 shares of common stock represented the target amount of the award. These target shares converted to 4,358 shares of common stock, using a TSRmetric of 150%. Additionally, 203 shares of common stock, representing accumulated dividends paid during the performance period weregranted, for a total of 4,561 shares of common stock granted. ( 2 )The reported disposition represents the withholding of shares to cover tax obligations arising from the vesting of the performance stock units.

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).

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