SHENANDOAH TELECOMMUNICATIONS CO/VA/ — Director's Dealing 2011

Jun 23, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SHENANDOAH TELECOMMUNICATIONS CO/VA/ (SHEN)
CIK: 0000354963
Period of Report: 2011-06-21

Reporting Person: FRENCH CHRISTOPHER E (Director, President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-06-21	Common Stock	A	1054	$17.81	Acquired	149643	Direct
2011-06-21	Common Stock	F	339	$17.81	Disposed	149304	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-06-21	Restricted Stock Units	$	M	1054	Disposed	2014-06-14	Common Stock (1054)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	55230	Indirect
Common Stock	6834	Indirect
Common Stock	6834	Indirect
Common Stock	6834	Indirect
Common Stock	92387	Indirect
Common Stock	223776	Indirect
Common Stock	169983	Indirect
Common Stock	169983	Indirect
Common Stock	75432	Indirect
Common Stock	3240	Indirect

Footnotes

F1: These shares are held in trust for the benefit of certain relatives of Mr. French. Mr. French disclaims beneficial ownership of the shares as to which he has no pecuniary interest and this filing is not an admission that Mr. French is the beneficial owner of such shares for purposes of Section 16 or any other purpose.

F2: Each restricted stock unit represents a contingent right to receive one share of common stock.

F3: The restricted stock units vest 1/4 on each the first, second, third and fourth anniversary subject to the continuous employment by the Company or one of its affiliates until the date of vesting. Vested shares will be delivered to the reporting person on the vesting date. The restricted stock units are subject to forfeiture in accordance with the Company's executive compensation recovery policy.