FORM 4
[ X ] 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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OMB Number: 3235-0287
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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 *

BILTZ TIMOTHY G
2. Issuer Name and Ticker or Trading Symbol

Lumos Networks Corp. [ LMOS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President & CEO
(Last)          (First)          (Middle)

C/O LUMOS NETWORKS CORP., ONE LUMOS PLAZA
3. Date of Earliest Transaction (MM/DD/YYYY)

11/17/2017
(Street)

WAYNESBORO, VA 22980
(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, Par Value $0.01 Per Share   11/17/2017     M    34362   A $8.73   375447   D    
Common Stock, Par Value $0.01 Per Share   11/17/2017     M    22908   A $8.73   398355   D    
Common Stock, Par Value $0.01 Per Share   11/17/2017     F    27775   (1) D $18.00   370580   D    
Common Stock, Par Value $0.01 Per Share   11/17/2017     D (2)    370580   (2) D $18.00   0   D    
Common Stock, Par Value $0.01 Per Share   11/17/2017     D (2)    2507.41   (2) D $18.00   0   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
Stock Option (Right to Buy)   $8.73   11/17/2017     M         34362      (3)   (3) Common Stock   34362   $0   215638   D    
Stock Option (Right to Buy)   $8.73   11/17/2017     M         22908      (3)   (3) Common Stock   22908   $0   227092   D    
Stock Option (Right to Buy)   $8.73   11/17/2017     D   (4)       215638      (4)   (4) Common Stock   215638     (4) 0   D    
Stock Option (Right to Buy)   $8.73   11/17/2017     D   (4)       227092      (4)   (4) Common Stock   227092     (4) 0   D    

Explanation of Responses:
(1)  Shares withheld by Lumos Networks Corp., a Delaware corporation (the "Company"), for net settlement of option cost for stock options exercised immediately prior to the Merger (defined below).
(2)  Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") among the Company, MTN Infrastructure TopCo, Inc., a Delaware corporation ("Parent"), and MTN Infrastructure BidCo, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), on November 17, 2017, Merger Sub merged with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent (the "Merger"). Immediately prior to the effective time of the Merger, shares of Company restricted stock automatically vested and the restrictions thereon lapsed. This represents shares disposed of pursuant to the Merger Agreement and related transactions upon completion of the Merger. These dispositions are exempt under Rule 16b-3(e).
(3)  Pursuant to the Merger Agreement, these stock options were exercised immediately prior to the Merger and were net settled in shares.
(4)  Immediately prior to the effective time of the Merger, each option to purchase shares of Company common stock that was then outstanding automatically vested and was cancelled and entitled the option holder to receive an amount in cash equal to the product of (i) the total number of shares of Company common stock subject to the option and (ii) the amount, if any, by which the $18.00 merger consideration exceeded the applicable exercise price per share of Company common stock underlying the option (less any applicable withholding taxes).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BILTZ TIMOTHY G
C/O LUMOS NETWORKS CORP.
ONE LUMOS PLAZA
WAYNESBORO, VA 22980
X
President & CEO

Signatures
/s/ Mary McDermott as Power of Attorney for Timothy G. Biltz 11/17/2017
** 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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