Edgar Filing: FRONTIER COMMUNICATIONS CORP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SHAPIRO MARK S

2. Issuer Name and Ticker or Trading Symbol
FRONTIER COMMUNICATIONS CORP [FTR]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

401 MERRITT SEVEN

3. Date of Earliest Transaction (Month/Day/Year)
05/24/2016

(Street)

NORWALK, CT 06851

4. If Amendment, Date 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

(City)

(State)

(Zip)

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Mandatory Convertible Preferred Stock

⁽¹⁾

05/24/2016

3,000

⁽¹⁾

06/29/2018⁽¹⁾

Common Stock

58,938 ⁽²⁾

$ 97.07

3,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SHAPIRO MARK S 401 MERRITT SEVEN NORWALK, CT 06851	X

Signatures

/s/ Mark D. Nielsen, under Power of Attorney		05/25/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The conversion price of the Series A Mandatory Convertible Preferred Stock (the "Series A Preferred Stock") on the mandatory conversion date (June 29, 2018) is dependent upon the average market value of the Common Stock for a period of time prior to the mandatory conversion date as set forth in the Certificate of Designations of 11.125% Mandatory Convertible Preferred Stock, Series A, included as Exhibit 3.1 to the Issuer's Current Report on Form 8-K filed with the SEC on June 10, 2015 (the "Certificate of Designations"). The Series A Preferred Stock automatically converts into Common Stock on June 29, 2018, but holders may elect to convert shares of Series A Preferred Stock into Common Stock at any time prior to such date at a conversion price of 17.0213 shares of Common Stock per share of Series A Preferred Stock.
(2)	See note (1). If the average market value of the Common Stock during the period of time indicated in note (1) prior to the mandatory conversion date were $5.09 per share (the closing price on May 24, 2016), each share of Series A Preferred Stock would convert into 19.646 shares of Common Stock on the mandatory conversion date.

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