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 *

Foliano Michael	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)
SVP of Finance and CFO	
(Last)          (First)          (Middle)

C/O ADTRAN HOLDINGS, INC., 901 EXPLORER BLVD.	3. Date of Earliest Transaction (MM/DD/YYYY)

7/8/2022		
(Street)

HUNTSVILLE, AL 35806
(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 	7/8/2022 	 	A(1)(2)	  	150241.366 (3)	A	 (1)(2)	150241.366 (3)	D 	 	
Common Stock 	7/8/2022 	 	A(1)(2)	  	247.958 	A	 (1)(2)	247.958 	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) 	$15.33 	7/8/2022 	 	A (1)(2)	  	5644  	  	 (4)	11/14/2025 	Common Stock 	5644 	 (1)(2)	5644 	D 	 	
Non-Qualified Stock Option (Right to Buy) 	$15.33 	7/8/2022 	 	A (1)(2)	  	16934  	  	 (4)	11/14/2025 	Common Stock 	16934 	 (1)(2)	16934 	D 	 	
Incentive Stock Option (Right to Buy) 	$18.97 	7/8/2022 	 	A (1)(2)	  	5271  	  	 (4)	11/15/2024 	Common Stock 	5271 	 (1)(2)	5271 	D 	 	
Non-Qualified Stock Option (Right to Buy) 	$18.97 	7/8/2022 	 	A (1)(2)	  	17307  	  	 (4)	11/15/2024 	Common Stock 	17307 	 (1)(2)	17307 	D 	 	
Incentive Stock Option (Right to Buy) 	$23.64 	7/8/2022 	 	A (1)(2)	  	5219  	  	 (4)	11/2/2023 	Common Stock 	5219 	 (1)(2)	5219 	D 	 	
Non-Qualified Stock Option (Right to Buy) 	$23.64 	7/8/2022 	 	A (1)(2)	  	12843  	  	 (4)	11/2/2023 	Common Stock 	12843 	 (1)(2)	12843 	D 	 	
Incentive Stock Option (Right to Buy) 	$16.97 	7/8/2022 	 	A (1)(2)	  	4515  	  	 (4)	11/6/2022 	Common Stock 	4515 	 (1)(2)	4515 	D 	 	
Non-Qualified Stock Option (Right to Buy) 	$16.97 	7/8/2022 	 	A (1)(2)	  	13547  	  	 (4)	11/6/2022 	Common Stock 	13547 	 (1)(2)	13547 	D 	 	
Phantom Stock 	 (5)	7/8/2022 	 	A (1)(2)	  	21112.16  	  	 (5)	 (5)	Common Stock 	21112.16 	 (1)(2)	21112.16 	D 	 	

Explanation of Responses:	
(1) 	Pursuant to that certain Business Combination Agreement, dated August 30, 2021, by and among ADTRAN, Inc.; ADVA Optical Networking SE; the Issuer (f/k/a Acorn HoldCo, Inc.); and Acorn MergeCo, Inc., ADTRAN, Inc. became a wholly owned subsidiary of Holdings on July 8, 2022 (the "Effective Time"). At the Effective Time, (a) each share of ADTRAN, Inc.'s common stock converted, on a one-for-one basis, into a share of the Issuer's common stock; (b) each RSU measured in shares of ADTRAN, Inc.'s common stock, whether vested or unvested, converted, on a one-for-one basis, into an RSU measured in shares of the Issuer's common stock on the same terms and conditions as were applicable to the corresponding RSU immediately prior to the Effective Time;	
(2) 	(Continued from footnote 1) (c) each option to purchase ADTRAN, Inc.'s common stock converted, on a one-for-one basis, into an option to purchase shares of the Issuer's common stock on the same terms and conditions as were applicable to the corresponding option immediately prior to the Effective Time; and (d) each share of phantom stock of ADTRAN, Inc. (representing the economic equivalent of one share of ADTRAN, Inc.'s common stock) converted, on a one-for-one basis, into a share of phantom stock of the Issuer on the same terms and conditions as were applicable to the corresponding phantom stock immediately prior to the Effective Time.	
(3) 	Includes 123,853 time-based restricted stock units ("RSUs") that settle upon vesting in shares of the Issuer's common stock, 26,524 of which were converted from RSUs measured in ADTRAN, Inc.'s common stock owned by the reporting person prior to the Effective Time (as defined below), and 97,329 of which were acquired in connection with the conversion of a target number of unearned performance stock units ("PSUs") measured in shares of ADTRAN, Inc.'s common stock owned by the reporting person prior to the Effective Time (as defined below).	
(4) 	The options granted to the reporting person vested in four annual installments beginning on the anniversary of the date of grant and were fully vested prior to the Effective Time.	
(5) 	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.	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
Foliano Michael
C/O ADTRAN HOLDINGS, INC.
901 EXPLORER BLVD.
HUNTSVILLE, AL 35806			SVP of Finance and CFO		

Signatures		
/s/ Michael Foliano		7/11/2022	
**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).	
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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