Form SC 13D/A Lumos Networks Corp. Filed by: Quadrangle GP Investors II LP

CUSIP No. 550283105

SCHEDULE 13D

Page 3 of 10

 

1	NAME OF REPORTING PERSON   QCP GP Investors II LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  o (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   591,898
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   591,898

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   591,898
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   2.6%
14	TYPE OF REPORTING PERSON   OO

 

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CUSIP No. 550283105

SCHEDULE 13D

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1	NAME OF REPORTING PERSON   Quadrangle (AIV2) Capital Partners II LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  o (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   591,898
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   591,898

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   591,898
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   2.6%
14	TYPE OF REPORTING PERSON   PN

CUSIP No. 550283105

SCHEDULE 13D

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1	NAME OF REPORTING PERSON    Quadrangle NTELOS Holdings II LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  o (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   591,898
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   591,898

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   591,898
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   2.6%
14	TYPE OF REPORTING PERSON   PN

CUSIP No. 550283105

SCHEDULE 13D

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1	NAME OF REPORTING PERSON   Quadrangle Select Partners II LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  o (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   591,898
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   591,898

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   591,898
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   2.6%
14	TYPE OF REPORTING PERSON   PN

CUSIP No. 550283105

SCHEDULE 13D

Page 8 of 10

 

1	NAME OF REPORTING PERSON   Quadrangle Capital Partners II-A LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  o (b)  o
3	SEC USE ONLY
4	SOURCE OF FUNDS   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER   0
	8	SHARED VOTING POWER   591,898
	9	SOLE DISPOSITIVE POWER   0
	10	SHARED DISPOSITIVE POWER   591,898

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   591,898
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   2.6%
14	TYPE OF REPORTING PERSON   PN

Item 1.    Security and Issuer.

Item 1 is hereby amended and restated as follows:

“This Amendment No. 4 to Schedule 13D (this “Statement”) relates to the Schedule 13D filed by the Reporting Persons (as defined below) with the Securities and Exchange Commission (the “SEC”) on October 24, 2011 (the “Original Schedule 13D”), as amended by Amendment No. 1 to the Original Schedule 13D filed with the SEC by the Reporting Persons on September 5, 2013, Amendment No. 2 to the Original Schedule 13D filed with the SEC by the Reporting Persons on November 22, 2013 and Amendment No. 3 to the Original Schedule 13D filed with the SEC by the Reporting Persons on March 20, 2015, relating to the common stock, par value US$0.01 per share (the “Common Stock”), of Lumos Networks Corp., a Virginia corporation (the “Issuer”).  The principal executive offices of the Issuer are located at 401 Spring Lane, Suite 300, Waynesboro, Virginia 22980.”

Item 2.    Identity and Background.

No material change.

Item 3.    Source and Amount of Funds or Other Consideration.

No material change

Item 4.   Purpose of Transaction.

No material change.

Item 5.    Interest in Securities of the Issuer.

Item 5 is hereby amended and restated as follows:

“(a)

As of the date hereof, Quadrangle NTELOS Holdings II LP holds 591,898 shares of Common Stock, or approximately 2.6% of the outstanding Common Stock.

Each of Quadrangle NTELOS GP LLC, as the general partner Quadrangle NTELOS Holdings II LP; the QCP II Funds, as the managing members of Quadrangle NTELOS GP LLC; Quadrangle GP Investors II LP, as the general partner of each of the QCP II Funds; and QCP GP Investors II LLC, as the general partner of Quadrangle GP Investors II LP, may be deemed to beneficially own the 591,898 shares of Common Stock held by Quadrangle NTELOS Holdings II LP, or approximately 2.6% of the outstanding Common Stock.

Each of the Reporting Persons expressly disclaims beneficial ownership of any shares of Common Stock not held directly by such Reporting Person.

The percentage interest of the Reporting Persons in this Statement is based on the 22,753,503 shares of Common Stock reported to be outstanding as of April 30, 2015 in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 5, 2015.

(c)

On June 10, 2015, Quadrangle NTELOS Holdings II LP sold 600,000 shares of Common Stock in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Rule 144 thereunder.

(e)

On June 10, 2015, the Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock.”

Item 6.    Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The penultimate paragraph of Item 6 is hereby amended and restated as follows:

“Quadrangle NTELOS Holdings II LP has pledged its interest in 591,898 shares of Common Stock to secure repayment of a loan made to it by the Bank of Montreal.”

Item 7.   Material to be Filed as Exhibits.

Exhibit A:  Joint Filing Agreement, dated as of November 22, 2013 (incorporated by reference to Exhibit B of Amendment No. 2 to the Schedule 13D filed by the Reporting Persons on November 22, 2013).

 

 

 

 

 

 

 

 

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