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 *

Foliano Michael
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)
CFO
(Last)          (First)          (Middle)

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

3/5/2020
(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         233.56 (1)I 401(k) plan 
Common Stock (2)3/5/2020  A  2.482 A$0 236.04 I 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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock  (3)3/5/2020  A   187.883     (4) (4)Common Stock 187.883 $0 17092.16 D  

Explanation of Responses:
(1) Shares held in 401(k) plan by Reporting Person. 6.62 of these shares of common stock were previously reported as phantom stock and therefore should have been reported in Table I.
(2) Dividends reinvested into common stock and held in 401(k) plan by Reporting Person.
(3) Each share of phantom stock represents a right to receive one share of common stock at the cash value thereof.
(4) Phantom stock held in a deferred compensation plan by the Reporting Person, which becomes payable six months after the Reporting Person's separation of service with the Company. The Reporting Person may transfer the phantom stock into an alternative investment at any time.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Foliano Michael
901 EXPLORER BLVD
HUNTSVILLE, AL 35806


CFO

Signatures
Amy Moss, by power of attorney3/9/2020
**Signature of Reporting PersonDate

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