Consolidated Communications Holdings
Consolidated Communications Holdings, Inc. (Form: 4, Received: 04/16/2012 11:45:09)
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, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

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
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman of the Board
(Last)          (First)          (Middle)

121 SOUTH 17TH STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

4/12/2012
(Street)

MATTOON, IL 61938-3987
(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   4/12/2012     J (1)    496154   D $0   1491768   I   By LLC   (2)
Common Stock, par value $0.01 per share                  481154   I   By Living Trust FBO Richard A. Lumpkin  
Common Stock, par value $0.01 per share                  15000   I   By 1970 Trust FBO Richard A. Lumpkin  
Common Stock, par value $0.01 per share                  3500   I   By wife   (3)

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

Explanation of Responses:
( 1)  Distribution of 481,154 shares to Richard A. Lumpkin 1978 Living Trust and 15,000 shares to Richard A. Lumpkin 1970 Trust, each of which are members of Central Illinois Telephone, LLC, an entity that may be deemed to be indirectly controlled by M. Lumpkin. The distributed shares continue to be voted and managed by Mr. Lumpkin. Accordingly, the distributions do not change the aggregate amount of securities reported as beneficially owned by Mr. Lumpkin, which remains the same as reported on Mr. Lumpkin's most recent Form 4 filing.
( 2)  Number of shares held represents the total amount held in the name of Central Illinois Telephone, LLC. Mr. Lumpkin does not have a pecuniary interest in all the shares held in the name of Central Illinois Telephone, LLC and disclaims beneficial ownership as defined in Rule 16a-1(a)(2) of all shares in which he does not have a pecuniary interest. This report shall not be deemed an admission for purposes of Section 16 that Mr. Lumpkin is the beneficial owner of shares held by Central Illinois Telephone, LLC in which he does not have a pecuniary interest.
( 3)  Mr. Lumpkin disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Lumpkin is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. These shares are reported solely for Mr. Lumpkin as reporting person, and are not beneficially owned by Central Illinois Telephone, LLC.

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

Signatures
/s/ Matt Smith, Attorney-in-Fact for Richard Anthony Lumpkin 4/12/2012
** 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.
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