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 *

Wilson James Denson Jr	2. Issuer Name and Ticker or Trading Symbol

ADTRAN Holdings, Inc. [ ADTN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Revenue Officer	
(Last)          (First)          (Middle)

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

8/11/2022		
(Street)

HUNTSVILLE, AL 35806
(City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)

8/15/2022 	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 	8/11/2022 	 	M	  	5271 	A	$18.97 	137526.153 	D 	 	
Common Stock 	8/11/2022 	 	S	  	5271 	D	$24.17 (1)	132255.153 	D 	 	
Common Stock 	8/11/2022 	 	M	  	6260 	A	$15.33 	138515.153 	D 	 	
Common Stock 	8/11/2022 	 	S	  	6260 	D	$24.17 (1)	132255.153 	D 	 	
Common Stock 	8/11/2022 	 	M	  	19772 	A	$18.97 	152027.153 	D 	 	
Common Stock 	8/11/2022 	 	S	  	19772 	D	$24.18 (2)	132255.153 	D 	 	
Common Stock 	8/11/2022 	 	M	  	12522 	A	$15.33 	144777.153 	D 	 	
Common Stock 	8/11/2022 	 	S	  	12522 	D	$24.18 (2)	132255.153 	D 	 	
Common Stock 	8/11/2022 	 	S	  	3797 	D	$24.29 (3)	128458.153 	D 	 	
Common Stock 	 	 	 	  	 	 	 	4117.411 	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 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					
Incentive Stock Option (Right to Buy) 	$18.97 	8/11/2022 	 	M 	  	  	5271  	 (4)	11/15/2024 	Common Stock 	5271 	$0 	0 	D 	 	
Incentive Stock Option (Right to Buy) 	$15.33 	8/11/2022 	 	M 	  	  	6260  	 (5)	11/14/2025 	Common Stock 	6260 	$0 	0 	D 	 	
Non-Qualified Stock Option (Right to Buy) 	$18.97 	8/11/2022 	 	M 	  	  	19772  	 (4)	11/15/2024 	Common Stock 	19772 	$0 	0 	D 	 	
Non-Qualified Stock Option (Right to Buy) 	$15.33 	8/11/2022 	 	M 	  	  	12522  	 (5)	11/14/2025 	Common Stock 	12522 	$0 	0 	D 	 	
Incentive Stock Option (Right to Buy) 	$23.64 	 	 	  	  	  	  	 (6)	11/2/2023 	Common Stock 	4865 	 	4865 	D 	 	
Non-Qualified Stock Option (Right to Buy) 	$23.64 	 	 	  	  	  	  	 (6)	11/2/2023 	Common Stock 	15169 	 	15169 	D 	 	
Phantom Stock 	 (7)	 	 	  	  	  	  	 (7)	 (7)	Common Stock 	17196.473 	 	17196.473 	D 	 	

Explanation of Responses:	
(1) 	These shares were sold in multiple transactions at prices ranging from $24.07 to $24.45, inclusive. The reporting person undertakes to provide to ADTRAN Holdings, Inc. (the Issuer), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (1) to this Form 4.	
(2) 	These shares were sold in multiple transactions at prices ranging from $24.07 to $24.38, inclusive. The reporting person undertakes to provide to ADTRAN Holdings, Inc. (the Issuer), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (2) to this Form 4.	
(3) 	These shares were sold in multiple transactions at prices ranging from $24.15 to $24.41, inclusive. The reporting person undertakes to provide to ADTRAN Holdings, Inc. (the Issuer), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (3) to this Form 4.	
(4) 	The options granted to the reporting person vested in four equal annual installments beginning on the first anniversary of the date of the grant, which was November 15, 2014.	
(5) 	The options granted to the reporting person vested in four equal annual installments beginning on the first anniversary of the date of the grant, which was November 14, 2015.	
(6) 	The options granted to the reporting person vested in four equal annual installments beginning on the first anniversary of the date of the grant, which was November 2, 2013.	
(7) 	Represents shares of phantom stock of the Issuer that have been acquired through the automatic reinvestment of dividends paid on the Issuer's common stock, which phantom shares become payable in cash six months after the reporting person's separation of service with the Issuer.	

Remarks:
Explanatory note: This amendment is being filed to clarify that the sales prices for the direct sales on 8/11/22 that were originally reported in the Form 4 filed on 8/15/22 were weighted average prices and to provide the range of prices at which the at which the shares were sold.	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
Wilson James Denson Jr
901 EXPLORER BLVD
HUNTSVILLE, AL 35806			Chief Revenue Officer		

Signatures		
Michael Foliano, by power of attorney		9/2/2022	
**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).	
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