ADTRAN Holdings, Inc. — Director's Dealing 2014

Nov 18, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ADTRAN INC (ADTN)
CIK: 0000926282
Period of Report: 2014-11-15

Reporting Person: Wilson James Denson Jr (Sr. VP & GM, Carrier Networks)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-15	Phantom stock	$	A	1107	Acquired		Common stock (1107)	Direct
2014-11-15	Incentive Stock Option (right to buy)	$18.97	A	5271	Acquired	2024-11-15	Common Stock (5271)	Direct
2014-11-15	Non-Qualified Stock Option (right to buy)	$18.97	A	19772	Acquired	2024-11-15	Common Stock (19772)	Direct

Footnotes

F1: Each share of phantom stock represents a right to receive one share of common stock or the cash value thereof.

F2: 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.

F3: Upon vesting of performance shares awarded pursuant to a grant of November 4, 2011 under the ADTRAN, Inc. 2006 Employee Stock Incentive Plan, the reporting person deferred the receipt of shares of the Company's common stock and received instead shares of phantom stock pursuant to the Company's deferred compensation plan.

F4: The option vests in four equal and annual installments beginning on the first anniversary of the date of the grant as shown in column 6.