Sec Form 4/A Filing - Wilson James Denson Jr @ ADTRAN INC - 2020-11-16

FORM 4/A 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 Wilson James Denson Jr 2. Issuer Name and Ticker or Trading Symbol ADTRAN INC [ ADTN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Revenue Officer (Last) (First) (Middle) 901 EXPLORER BLVD 3. Date of Earliest Transaction (MM/DD/YY) 11/16/2020 (Street) HUNTSVILLE, AL35806 4. If Amendment, Date Original Filed (MM/DD/YY) 11/18/2020 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 ( 1 ) 11/16/2020 A 4,025 A $ 0 42,205 D Common Stock 11/16/2020 F 1,182 D $ 12.51 41,023 D Common Stock ( 2 ) 12/01/2020 A 26.9 A $ 12.71 41,049 D Common Stock ( 2 ) 12/01/2020 A 27.139 A $ 12.96 4,009.26 I 401(k) Plan

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 Se curity: 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 Phantom Stock ( 1 ) 11/16/2020 A 0 ( 1 ) ( 1 ) ( 1 ) Common Stock 0 ( 1 ) $ 0 16,614.21 ( 1 ) D Phantom Stock ( 2 ) ( 3 ) 12/01/2020 A 115.368 ( 4 ) ( 4 ) Common Stock 115.368 $ 12.96 16,729.578 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wilson James Denson Jr 901 EXPLORER BLVD HUNTSVILLE, AL35806 Chief Revenue Officer Signatures Amy Moss, by power of attorney 12/03/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 18, 2020, the reporting person filed a Form 4 incorrectly reporting the acquisition of 4,025 shares of phantom stock on November 16, 2020, which shares should have been reported as the acquisition of shares of common stock. In addition to correcting such transaction, this amendment shows the correct number of shares of common stock (as outlined in Table I) and phantom stock (as outlined in Table II) owned by the reporting person after such transaction. ( 2 )Reflects shares acquired through the automatic reinvestment of dividends paid on the Company's common stock. ( 3 )Each share of phantom stock represents a right to receive one share of common stock at the cash value thereof. ( 4 )The phantom stock becomes payable six months after the reporting person's separation of service with the Company. The reporting person may transfer the phantom stock account into an alternative investment at any time.

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.
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