Form 4 Consolidated Communicati For: Nov 03 Filed by: LUMPKIN RICHARD ANTHONY

November 5, 2014 12:35 PM EST

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

OMB APPROVAL

OMB Number:		3235-0287
Expires:	December 31, 2014
Estimated average burden
hours per response:		0.5

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 ^*

LUMPKIN RICHARD ANTHONY

(Last)

(First)

(Middle)

121 SOUTH 17TH STREET

(Street)

MATTOON

61938-3987

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Consolidated Communications Holdings, Inc. [ CNSL ]

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)
11/03/2014

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share								3,192	D
Common Stock, par value $0.01 per share	11/03/2014		J⁽¹⁾		1,491,768	D	$ 0	0	I	By LLC
Common Stock, par value $0.01 per share	11/03/2014		J⁽²⁾		904,677	A	$ 0	919,677	I	By 1970 Trust FBO Richard A. Lumpkin
Common Stock, par value $0.01 per share	11/03/2014		J⁽³⁾		919,677	D	$ 0	0	I	By 1970 Trust FBO Richard A. Lumpkin
Common Stock, par value $0.01 per share	11/03/2014		J⁽⁴⁾		309,674	A	$ 0	309,674	I	By Benjamin I. Lumpkin 2008 Dynasty Trust
Common Stock, par value $0.01 per share	11/03/2014		J⁽⁵⁾		277,417	A	$ 0	277,417	I	By Elizabeth L. Celio 2008 Dynasty Trust
Common Stock, par value $0.01 per share								481,154	I	By Living Trust FBO Richard A. Lumpkin
Common Stock, par value $0.01 per share								3,500	I	By wife ⁽⁶⁾
Common Stock, par value $0.01 per share								106,153	I	By Benjamin I. Lumpkin 2012 Irrevocable Trust ⁽⁷⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On November 3, 2014, Central Illinois Telephone, LLC ("CIT") distributed all of the shares it owned in Consolidated Communications Holdings, Inc. (the "Company") directly to its members.

2. On November 3, 2014, CIT distributed all of the shares it owned in the Company directly to its members, including the Richard Adamson Lumpkin Trust dated 2/6/70 fbo Richard A. Lumpkin. The beneficiaries of the 1970 Trust fbo Richard A. Lumpkin are Mr. Lumpkin and his descendants.

3. On November 3, 2014, Mr. Lumpkin ceased being the investment adviser of the 1970 Trust fbo Richard A. Lumpkin, and as a result, he ceased having or sharing any investment control over the securities held by this trust.

4. On November 3, 2014, CIT distributed all of the shares it owned in the Company directly to its members, including the Benjamin I. Lumpkin 2008 Dynasty Trust, of which Mr. Lumpkin is the trustee. The Benjamin I. Lumpkin 2008 Dynasty Trust was established by Mr. Lumpkin's son, Benjamin I. Lumpkin ("Benjamin"). The beneficiaries of the Benjamin I. Lumpkin 2008 Dynasty Trust are Benjamin's wife, Ravi K. Lumpkin, and the descendants of Benjamin's parents.

5. On November 3, 2014, CIT distributed all of the shares it owned in the Company directly to its members, including the Elizabeth L. Celio 2008 Dynasty Trust, of which Mr. Lumpkin is the trustee. The Elizabeth L. Celio 2008 Dynasty Trust was established by Mr. Lumpkin's daughter, Elizabeth L. Celio ("Elizabeth"). The beneficiaries of the Elizabeth L. Celio 2008 Dynasty Trust are Elizabeth's husband, Candelario Celio, and the descendants of Elizabeth's parents.

6. Mr. Lumpkin disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Lumpkin is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. These shares are reported solely for Mr. Lumpkin as reporting person.

7. Mr. Lumpkin is the trustee of the Benjamin I. Lumpkin 2012 Irrevocable Trust. The beneficiaries of the Benjamin I. Lumpkin 2012 Irrevocable Trust are the descendants of Mr. Lumpkin's son, Benjamin I. Lumpkin.

	/s/ Matt Smith, Power of Attorney	11/05/2014
	** 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 Number.

FREE Breaking News Alerts from StreetInsider.com!

StreetInsider.com Top Tickers, 4/23/2024

1. TSLA
2. SPY
3. GM
4. SPOT
5. AMZN

6. SHW
7. AAPL
8. IBM
9. MINN
10. NVDA

Create E-mail Alert Related Categories

SEC Filings

Sign up for StreetInsider Free!

Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!

Form 4 Consolidated Communicati For: Nov 03 Filed by: LUMPKIN RICHARD ANTHONY

You May Also Be Interested In

Create E-mail Alert Related Categories

Sign up for StreetInsider Free!

Free News Feed