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: MACKENZIE EARLE A (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-06-21	Common Stock	A	1717	$17.81	Acquired	20442	Direct
2011-06-21	Common Stock	F	552	$17.81	Disposed	19890	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-06-21	Restricted Stock Units	$	M	1717	Disposed	2014-06-21	Common Stock (1717)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	687	Indirect

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of common stock.

F2: 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.