SHENANDOAH TELECOMMUNICATIONS CO/VA/ — Director's Dealing 2012

Feb 23, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SHENANDOAH TELECOMMUNICATIONS CO/VA/ (SHEN)
CIK: 0000354963
Period of Report: 2012-02-20

Reporting Person: Baughman Richard A (VP-Information Technology)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-20	Incentive Stock Option	$10.82	A	5360	Acquired	2022-02-19	Common Stock (5360)	Direct
2012-02-20	Restricted Stock Units	$	A	3413	Acquired	2016-02-20	Common Stock (3413)	Direct

Footnotes

F1: The option vests ? on each the first, second, third and fourth anniversary. The option (and shares issuable upon exercise of the option) are subject to cancellation and forfeiture in accordance with the Company's executive compensation recovery policy.

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

F3: The restricted stock units vest ? 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.