Ronald Centis - Jul 8, 2022 Form 4 Insider Report for ADTRAN INC (ADTN)

Role: SVP, Operations
Signature: /s/ Michael Foliano, by power of attorney
Stock symbol: ADTN
Transactions as of: Jul 8, 2022
Transactions value $: $0
Form type: 4
Date filed: 7/8/2022, 04:15 PM
Previous filing: Jun 3, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ADTN	Common Stock	Disposed to Issuer		-27.8K	-100%		0	Jul 8, 2022	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Ronald Centis is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Includes 18,412 time-based restricted stock units ("RSUs") that settle upon vesting in shares of the Issuer's common stock.
F2	Pursuant to that certain Business Combination Agreement, dated August 30, 2021, by and among the Issuer, ADVA Optical Networking SE, Acorn HoldCo, Inc. (now named ADTRAN Holdings, Inc. ("Holdings")), and Acorn MergeCo, Inc., the Issuer became a wholly owned subsidiary of Holdings on July 8, 2022 (the "Effective Time"). At the Effective Time, (a) each share of the Issuer's common stock converted, on a one-for-one basis, into a share of Holdings' common stock and (b) each RSU measured in shares of the Issuer's common stock, whether vested or unvested, converted, on a one-for-one basis, into an RSU measured in shares of Holdings' common stock on the same terms and conditions as were applicable to the corresponding RSU immediately prior to the Effective Time.

Content

Includes 18,412 time-based restricted stock units ("RSUs") that settle upon vesting in shares of the Issuer's common stock.

Pursuant to that certain Business Combination Agreement, dated August 30, 2021, by and among the Issuer, ADVA Optical Networking SE, Acorn HoldCo, Inc. (now named ADTRAN Holdings, Inc. ("Holdings")), and Acorn MergeCo, Inc., the Issuer became a wholly owned subsidiary of Holdings on July 8, 2022 (the "Effective Time"). At the Effective Time, (a) each share of the Issuer's common stock converted, on a one-for-one basis, into a share of Holdings' common stock and (b) each RSU measured in shares of the Issuer's common stock, whether vested or unvested, converted, on a one-for-one basis, into an RSU measured in shares of Holdings' common stock on the same terms and conditions as were applicable to the corresponding RSU immediately prior to the Effective Time.

Remarks:

The reporting person's status as an officer of the Issuer terminated as of the Effective Time.