ADTRAN Holdings, Inc. — Director's Dealing 2017

Feb 28, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ADTRAN INC (ADTN)
CIK: 0000926282
Period of Report: 2017-02-08

Reporting Person: Melone Anthony J. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-08	Common Stock	M	31.468	—	Acquired	6245.468	Direct
2017-02-08	Common Stock	D	.468	$21.40	Disposed	6245	Direct
2017-02-16	Common Stock	M	9.201	—	Acquired	6254.201	Direct
2017-02-16	Common Stock	D	.201	$21.70	Disposed	6254	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-08	Dividend Equivalent Rights	$	M	31.468	Disposed		Common Stock (31.468)	Direct
2017-02-16	Dividend Equivalent Rights	$	A	25.903	Acquired		Common Stock (25.903)	Direct
2017-02-16	Dividend Equivalent Rights	$	M	9.201	Disposed		Common Stock (9.201)	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 and are paid in whole shares of common stock with the remainder paid in cash. Each dividend equivalent right is the economic equivalent of one share of the Company's common stock.

F2: Represents settlement of dividend equivalent rights that accrued on February 16, 2017, in accordance with the terms of the ADTRAN, Inc. 2010 Directors Stock Plan, although the restrictions on the shares of restricted stock lapsed on February 8, 2017, resulting in immediate settlement of such dividend equivalent rights.

F3: Represents all of the Dividend Equivalent Rights held by the reporting person. The reporting person's Form 4, filed on August 15, 2016, incorrectly reported an accrual of 10.889 Dividend Equivalent Rights, however, 10.951 Dividend Equivalent Rights should have been reported and the reporting person's Form 4, filed on January 4, 2017, incorrectly reported an accrual of 9.866 Dividend Equivalent Rights, however, 9.963 Dividend Equivalent Rights should have been reported.

F4: The dividend equivalent 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.