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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Wilson James Denson Jr 		2. Issuer Name and Ticker or Trading Symbol

ADTRAN INC [ ADTN ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
SVP Technology & Strategy
(Last)          (First)          (Middle)

901 EXPLORER BLVD. 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/17/2016
(Street)

HUNTSVILLE, AL 35806
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   11/17/2016     M    5009   A $16.97   11472   D  
 
Common Stock   11/17/2016     M    15025   A $16.97   26497   D  
 
Common Stock   11/17/2016     M    6261   A $15.33   32758   D  
 
Common Stock   11/17/2016     S    26295   D $19.9291   (3) 6463   D  
 
Common Stock                  3058.034   (4) I   by 401(k) plan  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Phantom Stock     (1) 11/17/2016     A      28.353         (2)   (2) Common stock   28.353   $0   9424.635   D  
 
Incentive Stock Option (Right to Buy)   $16.97   11/17/2016     M         5009    11/3/2013   11/3/2022   Common Stock   5009   $0   0   D  
 
Non-Qualified Stock Option (Right to Buy)   $16.97   11/17/2016     M         15025    11/3/2013   11/3/2022   Common Stock   15025   $0   0   D  
 
Non-Qualified Stock Option (Right to Buy)   $15.33   11/17/2016     M         6261    11/14/2016   11/14/2025   Common Stock   6261   $0   18783   (5) D  
 

Explanation of Responses:
( 1)  Each share of phantom stock represents a right to receive one share of common stock or the cash value thereof.
( 2)  The phantom stock becomes payable 6 months after the reporting person's separation of service with the Company. The reporting person may transfer his phantom stock account into an alternative investment at any time.
( 3)  The shares were sold in multiple transactions at prices ranging from $19.85 to $20.00. This amount represents the weighted average sale price of such transactions. The reporting person undertakes to provide full information regarding the number of shares sold at each separate price upon request by the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer.
( 4)  The reporting person has acquired shares of ADTRAN, Inc. common stock under the ADTRAN, Inc. 401(k) plan. The information in this report is based on a plan statement as of Nov. 18, 2016.
( 5)  The issuer issued Incentive Stock Options (right to buy) to the reporting person and Non-Qualified Stock Options (Right to Buy) to the reporting person on November 14, 2015. At the time of issuance, these stock options were properly reported on Form 4. The issuer has now exceeded alloted Incentive Stock Option amounts for the reporting person and has changed some of the Incentive Stock Options to be Non-Qualified Options. The total in Column 9 represents the total options (both Incentive Stock Options and Non-Qualified Stock Options) remaining from the grant, in the aggregate.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Wilson James Denson Jr
901 EXPLORER BLVD.
HUNTSVILLE, AL 35806

SVP Technology & Strategy

Signatures
Gayle S. Ellis, by power of attorney 11/21/2016
** 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 control number.
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