Edgar Filing: CHING MEREDITH J

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 ^*

CHING MEREDITH J

2. Issuer Name and Ticker or Trading Symbol
CINCINNATI BELL INC [CBB]

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)

221 EAST FOURTH STREET

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2018

(Street)

CINCINNATI, OH 45202

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
Common Stock	07/02/2018		A		19,851 ⁽¹⁾ ⁽²⁾	A	⁽¹⁾ ⁽²⁾	19,851	D

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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CHING MEREDITH J 221 EAST FOURTH STREET CINCINNATI, OH 45202	X

Signatures

/s/ Christopher J. Wilson by Power of Attorney for Meredith J. Ching		07/03/2018
^**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)	Represents the maximum number of common shares of the Issuer issuable to the Reporting Person as merger consideration pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 9, 2017, among the Issuer, Twin Acquisition Corp. and Hawaiian Telcom Holdco, Inc. ("Hawaiian Telcom") based on the assumption that the Reporting Person elected to receive common shares of the Issuer as the sole form of merger consideration with respect to all of the outstanding shares of Hawaiian Telcom common stock and Hawaiian Telcom restricted stock units held by the Reporting Person immediately prior to the effective time of the merger. Such election is subject to proration as set forth in the Merger Agreement and the proration calculation has not been completed as of the date of this report. Thus, it is not possible to determine the exact number of common shares of the Issuer issuable to the Reporting Person pursuant to the Merger Agreement.
(2)	(Continued from Footnote 1) Once the proration calculation is completed in accordance with the Merger Agreement, the Reporting Person will file an amendment to this report disclosing the exact number of common shares of the Issuer received by such Reporting Person as merger consideration. The closing price of the Issuer's common shares on July 2, 2018 was $15.65.

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