ADTRAN Holdings, Inc. — Director's Dealing 2013

Oct 28, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ADTRAN INC (ADTN)
CIK: 0000926282
Period of Report: 2013-08-08

Reporting Person: IRELAND ROSS K (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-08	Common Stock	M	47.775	—	Acquired	5790.775	Direct
2013-10-08	Common Stock	D	4141.775	—	Disposed	1696.775	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-10-08	Dividend Equivalent Rights	$	M	47.775	Disposed		Common Stock (47.775)	Direct
2013-08-08	Phantom Stock	$	A	12.682	Acquired		Common Stock (12.682)	Direct
2013-10-08	Phantom Stock	$	A	4141.775	Acquired		Common Stock (4141.775)	Direct

Footnotes

F1: Settlement of dividend equivalent rights in connection with lapse of restriction on restricted stock. The rights accrued when and as dividends were paid on the Company's common stock. Each dividend equivalent right is the economic equivalent of one share of the Company's common stock

F2: Upon the vesting of the restricted stock that was granted to the reporting person on December 31, 2012, the reporting person deferred the receipt of 4094 shares of the Company's common stock and received instead 4094 shares of phantom stock pursuant to the Company's deferred compensation plan. Upon settlement of the dividend equivalent rights that accrued on the 4094 shares of restricted stock, the reporting person deferred the receipt of 47.775 shares of common stock and instead received an additional 47.775 shares of phantom stock pursuant to the Company's deferred compensation plan. As a result, the reporting person is reporting the disposition of 4141.775 shares of common stock in exchange for an equal number of shares of phantom stock.

F3: Each share of phantom stock represents a right to receive one share of common stock or the cash value thereof.

F4: Pursuant to the Company's deferred compensation plan, shares of phantom stock accrued when and as dividends were paid on the Company's common stock.

F5: The phantom stock becomes payable 6 months after the reporting person's separation of service with the Company. The reporting person may transfer his phantom stock account into an alternative investment at any time.