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Form 4 Inteliquent, Inc. For: Dec 12 Filed by: Carter Matthew Jr

December 14, 2016 5:17 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
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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 *
Carter Matthew Jr
(Last) (First) (Middle)
INTELIQUENT
550 W ADAMS, SUITE 900
(Street)
CHICAGO IL 60661
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Inteliquent, Inc. [ IQNT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
12/12/2016
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, par value $0.001 per share 12/12/2016   M (1)   11,616 A $ 18.52 41,453 D  
Common Stock, par value $0.001 per share 12/12/2016   S (1)   10,200 D $ 23.09 (2) 31,253 D  
Common Stock, par value $0.001 per share 12/12/2016   F   1,582 (3) D $ 23.1 29,671 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
Employee Stock Options (right to purchase) $ 18.52 12/12/2016   M     11,616   (4) 06/22/2025 common stock 11,616 $ 0 34,851 D  
Explanation of Responses:
1. Mr. Carter exercised options to purchase 11,616 shares of Inteliquent, Inc. (the "Company") common stock. All of these stock options had already vested. Mr. Carter then immediately sold 10,200 of those shares into the market to pay for the exercise price and estimated withholding taxes. In combination with the transaction described in footnote 3, Mr. Carter engaged in this transaction in order to preserve certain compensation related corporate income tax deductions for the Company that may otherwise be disallowed through the operation of Section 280G of the Internal Revenue Code, as amended (the "Code"), in connection with the Company's merger (the "Merger") with Onvoy, LLC ("Onvoy").
2. The price reported in Column 4 is the weighted average trading price of the shares sold. These shares were sold in multiple transactions at prices ranging from $23.05 to $23.15, inclusive. Upon request, the reporting person will provide to the staff of the Securities and Exchange Commission, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
3. On December 12, 2016, the Compensation Committee (the "Committee") of the Board of Directors of the Company approved the acceleration of vesting of all or a portion of two separate restricted stock awards previously granted to Mr. Carter. The Committee approved the accelerated vesting in order to preserve certain compensation related corporate income tax deductions for the Company that may otherwise be disallowed through the operation of Section 280G of the Code in connection with Merger with Onvoy, LLC. The reported disposition represents the withholding of shares to cover tax obligations arising from the accelerated vesting of the restricted stock.
4. One-quarter of the securities to which this note relates vested on June 22, 2016; the remaining three-quarters of the securities vest in equal annual installments on the second, third and fourth anniversary following June 22, 2016.
/s/ Richard L. Monto, as Attorney-in-Fact for Matthew Carter, Jr 12/14/2016
** 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.

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