SHENANDOAH TELECOMMUNICATIONS CO/VA/ — Director's Dealing 2014

Feb 21, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SHENANDOAH TELECOMMUNICATIONS CO/VA/ (SHEN)
CIK: 0000354963
Period of Report: 2014-02-19

Reporting Person: FRENCH CHRISTOPHER E (Director, President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-20	Common Stock	A	1518	$26.01	Acquired	160511	Direct
2014-02-20	Common Stock	F	518	$26.01	Disposed	159993	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-19	Restricted Stock Units	$	A	11383	Acquired	2018-02-19	Common Stock (11383)	Direct
2014-02-20	Restricted Stock Units	$	M	1518	Disposed	2016-02-20	Common Stock (1518)	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.

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

F3: The option vests 1/4 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.