Edgar Filing: LUMPKIN RICHARD ANTHONY

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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

LUMPKIN RICHARD ANTHONY

2. Issuer Name and Ticker or Trading Symbol
Consolidated Communications Holdings, Inc. [CNSL]

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)

121 SOUTH 17TH STREET

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2019

(Street)

MATTOON, IL 61938-3987

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	02/27/2019		A		11,797 ⁽¹⁾	A	$ 0	35,078	D
Common Stock, par value $0.01 per share								106,153	I	By Benjamin I. Lumpkin 2012 Irrevocable Trust
Common Stock, par value $0.01 per share								309,674	I	By Benjamin I. Lumpkin 2017 Dynasty Trust ⁽²⁾
Common Stock, par value $0.01 per share								277,417	I	By Elizabeth L. Celio 2017 Dynasty Trust ⁽³⁾
Common Stock, par value $0.01 per share								3,500	I	By Wife
Common Stock, par value $0.01per share								493,454	I	By Living Trust FBO Richard A. Lumpkin

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LUMPKIN RICHARD ANTHONY 121 SOUTH 17TH STREET MATTOON, IL 61938-3987	X

Signatures

/s/ Marcia K. Hussong, Power of Attorney		03/04/2019
^**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)	Shares represent an award under the Long Term Incentive Plan. The shares will vest in full on December 5, 2019
(2)	Mr. Lumpkin is the trustee of the Benjamin I. Lumpkin 2017 Dynasty Trust. The Benjamin I. Lumpkin 2017 Dynasty Trust was established by Mr. Lumpkin's son, Benjamin I. Lumpkin ("Benjamin"). The beneficiaries of the Benjamin I. Lumpkin 2017 Dynasty Trust are the descendants of Benjamin's parents (other than Benjamin). The Benjamin I. Lumpkin 2017 Dynasty Trust received all of its shares in Consolidated Communications Holdings, Inc. from the Benjamin I. Lumpkin 2008 Dynasty Trust, which has now terminated.
(3)	. Mr. Lumpkin is the trustee of the Elizabeth L. Celio 2017 Dynasty Trust. The Elizabeth L. Celio 2017 Dynasty Trust was established by Mr. Lumpkin's daughter, Elizabeth L. Celio ("Elizabeth"). The beneficiaries of the Elizabeth L. Celio 2017 Dynasty Trust are the descendants of Elizabeth's parents (other than Elizabeth). The Elizabeth L. Celio 2017 Dynasty Trust received all of its shares in Consolidated Communications Holdings, Inc. from the Elizabeth L. Celio 2008 Dynasty Trust, which has now terminated.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.