FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

SCORZA BRETT A. 		2. Issuer Name and Ticker or Trading Symbol

Inteliquent, Inc. [ IQNT ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CIO / EVP
(Last)          (First)          (Middle)

550 W ADAMS, STE 900 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/10/2017
(Street)

CHICAGO, IL 60661
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.001 per share   2/10/2017     D (1)    41849   (2) D $23.00   8696   D    
Common Stock, par value $0.001 per share   2/10/2017     J (3)    8696   D $23.00   0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to purchase)   $13.65   2/10/2017     D         6658      (4) 4/22/2018   Common Stock   6658   $9.35   0   D    
Employee Stock Option (right to purchase)   $21.81   2/10/2017     D         35000      (4) 8/26/2019   Common Stock   35000   $1.19   0   D    
Employee Stock Option (right to purchase)   $2.67   2/10/2017     D         26088      (4) 3/15/2023   Common Stock   26088   $20.33   0   D    
Employee Stock Option (right to purchase)   $13.86   2/10/2017     D         6566      (4) 3/17/2024   Common Stock   6566   $9.14   0   D    
Employee Stock Option (right to purchase)   $15.49   2/10/2017     D         7154      (4) 3/13/2025   Common Stock   7154   $7.51   0   D    
Employee Stock Option (right to purchase)   $16.78   2/10/2017     D         9120      (4) 2/22/2026   Common Stock   9120   $6.22   0   D    
Performance Stock Units     (5) (6) 2/10/2017     D         5003      (5) (6) 3/15/2018   Common Stock   5258   (5) (6)   (5) (6) 0   D    
Performance Stock Units     (7) 2/10/2017     D         5959      (7) 3/15/2019   Common Stock   3497   (7)   (7) 0   D    

Explanation of Responses:
( 1)  On November 2, 2016, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Onvoy, LLC ("Onvoy") and Onvoy Igloo Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub merged (the "Merger") with and into the Issuer, with the Issuer surviving the Merger as a direct wholly-owned subsidiary of Onvoy. The Merger became effective on February 10, 2017 (the "Effective Time"). Pursuant to the Merger Agreement, each share of the Issuer's common stock, par value $0.001 ("Common Stock"), issued and outstanding prior to the Effective Time was automatically cancelled and converted into the right to receive a cash payment equal to $23.00, without interest, less any applicable tax withholding.
( 2)  This amount includes 29,877 shares of restricted stock that became fully vested at the Effective Time pursuant to the Merger Agreement.
( 3)  Pursuant to the Contribution Agreement, dated February 10, 2017 (the "Contribution Agreement"), between the reporting person and GTCR Onvoy Holdings LLC ("Holdco"), the reporting person contributed these shares to Holdco (the "Rollover") in exchange for membership units of Holdco calculated in accordance with the Contribution Agreement effective as of the Effective Time. For the purposes of the Rollover, the reporting person's shares were valued at $23.00 per share.
( 4)  Pursuant to the terms of the Merger Agreement, each option to purchase shares of Common Stock that was outstanding and unexercised immediately prior to the Effective Time, whether or not vested, was automatically converted into the right to receive a cash payment equal to the product of (A) the total number of shares of Common Stock issuable upon exercise of such option and (B) the excess, if any, of $23.00 over the exercise price per share of such option, less any applicable tax withholding.
( 5)  Represents previously unvested performance stock units ("PSUs"). Pursuant to the Merger Agreement, at the Effective Time, unvested PSUs became fully vested and automatically converted into the right to receive a cash payment equal to the product of (A) the number of shares of Common Stock subject to such PSU at 140% of target and (B) $23.00, less any applicable tax withholding. The shares of Common Stock were calculated based upon total shareholder return ("TSR") of the issuer over a three-year measuring period weighted (i) two-thirds against the TSR of all companies in the S&P 500 Index and (ii) one-third against the TSR of all companies in the S&P Small Cap 600 Telecommunications Services Index. Such shares were prorated for the number of days from January 1, 2015 through and including the closing date of the Merger compared to the total number of days in the measuring period.
( 6)  (Continued from footnote 5) The number in clause (A) also includes 326 shares of common stock, representing dividends paid during the measuring period.
( 7)  Represents previously unvested PSUs. Pursuant to the Merger Agreement, at the Effective Time, unvested PSUs became fully vested and automatically converted into the right to receive a cash payment equal to the product of (A) the number of shares of Common Stock subject to such PSU at 150% of target and (B) $23.00, less any applicable tax withholding. The shares of Common Stock were calculated based upon TSR of the issuer over a three-year measuring period weighted (i) two-thirds against the TSR of all companies in the S&P 500 Index and (ii) one-third against the TSR of all companies in the S&P Small Cap 600 Telecommunications Services Index. Such shares were prorated for the number of days from January 1, 2016 through and including the closing date of the Merger compared to the total number of days in the measuring period. The number in clause (A) also includes 183 shares of common stock, representing dividends paid during the measuring period.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SCORZA BRETT A.
550 W ADAMS
STE 900
CHICAGO, IL 60661

CIO / EVP

Signatures
/s/ Richard L. Monto, as Attorney-in-Fact for Brett A. Scorza 2/14/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Inteliquent, Inc. (NASDAQ:IQNT)
과거 데이터 주식 차트
부터 12월(12) 2024 으로 1월(1) 2025 Inteliquent, Inc. 차트를 더 보려면 여기를 클릭.
Inteliquent, Inc. (NASDAQ:IQNT)
과거 데이터 주식 차트
부터 1월(1) 2024 으로 1월(1) 2025 Inteliquent, Inc. 차트를 더 보려면 여기를 클릭.