Sec Form 4 Filing - Providence Equity Partners IV, L.L.C. @ Consolidated Communications Holdings, Inc. - 2005-08-02

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 Providence Equity Partners IV, L.L.C. 2. Issuer Name and Ticker or Trading Symbol Consolidated Communications Holdings, Inc. [ CNSL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 50 KENNEDY PLAZA 3. Date of Earliest Transaction (MM/DD/YY) 08/02/2005 (Street) PROVIDENCE, RI02903 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 $0.01 per share 08/02/2005 S( 1 ) 560,158 D $ 13 3,782,379 I See Footnotes ( 2 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Providence Equity Partners IV, L.L.C. 50 KENNEDY PLAZA PROVIDENCE, RI02903 X Providence Equity GP IV L.P. 50 KENNEDY PLAZA PROVIDENCE, RI02903 X PROVIDENCE EQUITY PARTNERS IV LP 50 KENNEDY PLAZA PROVIDENCE, RI02903 X Signatures James A. Pepin, by Power of Attorney 08/02/2005 Signature of Reporting Person Date James N. Pepin, Power of Attorney 08/02/2005 Signature of Reporting Person Date James N. Pepin, Power of Attorney 08/02/2005 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares sold pursuant to the over-allotment option exercise relating to Issuer's registration statement on Form S-1 (Registration No. 333-121086). Of the aggregate 560,158 shares sold by the reporting persons in the issuer's initial public offering 558,357 shares were sold by Providence Equity Partners IV, L.P. and 1,801 shares were sold by Providence Equity Operating Partners IV, L.P. ( 2 )Represents 3,770,219 shares held by Providence Equity Partners IV, L.P. and 12,160 shares of common stock held by Providence Equity Operating Partners IV, L.P. Providence Equity GP IV, L.P. is the general partner of each of these entities and Providence Equity Partners IV, LLC is the general partner of Providence Equity GP IV, L.P.Providence Equity Partners IV, LLC has the sole power to direct the voting and disposition of the shares. As a result, each of the entities may be deemed to share beneficial ownership of the shares owned by the others. Each of the entities disclaims beneficial ownership of such shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for the purpose of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein.

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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