Fred Graffam - 27 Dec 2024 Form 4 Insider Report for Consolidated Communications Holdings, Inc. (CNSL)

Role: Chief Financial Officer
Signature: /s/ J. Garrett Van Osdell, Power of Attorney
Issuer symbol: CNSL
Transactions as of: 27 Dec 2024
Net transactions value: -$1,430,074
Form type: 4
Filing time: 31 Dec 2024, 21:46:44 UTC
Previous filing: 09 Dec 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CNSL	Common Stock, par value $0.01 per share	Disposed to Issuer	$1,430,074	-304,271	-100%	$4.70	0	27 Dec 2024	Direct	F1

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

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

Explanation of Responses:

Id	Content
F1	In connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 15, 2023, by and among the Issuer, Condor Holdings LLC and Condor Merger Sub Inc., each share of the Issuer's common stock held by the Reporting Person was converted into the right to receive an amount in cash equal to $4.70 per share (the "Merger Consideration"). In addition, each outstanding restricted share award and performance share award of the Issuer was converted into a contingent cash award with a value equal to (i) the Merger Consideration multiplied by (ii) the number of shares of common stock subject to the award, subject to the same vesting terms and conditions as the original award.

Content

In connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 15, 2023, by and among the Issuer, Condor Holdings LLC and Condor Merger Sub Inc., each share of the Issuer's common stock held by the Reporting Person was converted into the right to receive an amount in cash equal to $4.70 per share (the "Merger Consideration"). In addition, each outstanding restricted share award and performance share award of the Issuer was converted into a contingent cash award with a value equal to (i) the Merger Consideration multiplied by (ii) the number of shares of common stock subject to the award, subject to the same vesting terms and conditions as the original award.