ADTRAN Holdings, Inc. — Director's Dealing 2017

Jan 5, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ADTRAN INC (ADTN)
CIK: 0000926282
Period of Report: 2016-11-17

Reporting Person: HUSS H FENWICK (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-31	Common Stock	M	89.69	—	Acquired	19314.69	Direct
2016-12-31	Common Stock	D	0.69	$22.35	Disposed	19314	Direct
2016-12-31	Common Stock	A	4027	$0.00	Acquired	23341	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-17	Dividend Equivalent Rights	$	A	21.268	Acquired		Common Stock (89.69)	Direct
2016-12-31	Dividend Equivalent Rights	$	M	89.69	Disposed		Common Stock (89.69)	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 a grant of restricted stock that vests at 100% on the 1st anniversary of the grant.

F3: 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.