SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
DODS WALTER A JR

(Last) (First) (Middle)
221 EAST FOURTH STREET

(Street)
CINCINNATI OH 45202

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CINCINNATI BELL INC [ CBB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/02/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 07/02/2018 A 35,142(1)(2) A (1)(2) 35,142 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Explanation of Responses:
1. Represents the maximum number of common shares of the Issuer issuable to the Reporting Person as merger consideration pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 9, 2017, among the Issuer, Twin Acquisition Corp. and Hawaiian Telcom Holdco, Inc. ("Hawaiian Telcom") based on the assumption that the Reporting Person elected to receive common shares of the Issuer as the sole form of merger consideration with respect to all of the outstanding shares of Hawaiian Telcom common stock and Hawaiian Telcom restricted stock units held by the Reporting Person immediately prior to the effective time of the merger. Such election is subject to proration as set forth in the Merger Agreement and the proration calculation has not been completed as of the date of this report. Thus, it is not possible to determine the exact number of common shares of the Issuer issuable to the Reporting Person pursuant to the Merger Agreement.
2. (Continued from Footnote 1) Once the proration calculation is completed in accordance with the Merger Agreement, the Reporting Person will file an amendment to this report disclosing the exact number of common shares of the Issuer received by such Reporting Person as merger consideration. The closing price of the Issuer's common shares on July 2, 2018 was $15.65.
Remarks:
/s/ Christopher J. Wilson by Power of Attorney for Walter A. Dods, Jr. 07/03/2018
** 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).
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