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

Feb 23, 2012

SEC Form 4/A — Form 4/A

Issuer: SHENANDOAH TELECOMMUNICATIONS CO/VA/ (SHEN)
CIK: 0000354963
Period of Report: 2012-02-21

Reporting Person: Flowers Ann E (VP-Legal & General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-21	Common Stock	A	909	$10.82	Acquired	2263.7596	Direct
2012-02-21	Common Stock	F	330	$10.82	Disposed	1933.7596	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-21	Restricted Stock Units	$	M	909	Disposed	2015-02-21	Common Stock (909)	Direct

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.