Statement of Changes in Beneficial Ownership (4)
01 4월 2021 - 5:38AM
Edgar (US Regulatory)
FORM 4
[X]
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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3235-0287
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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
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1. Name and Address of Reporting Person
*
Garner Curtis Lee JR |
2. Issuer Name and Ticker or Trading Symbol
OTELCO INC.
[
OTEL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer |
(Last)
(First)
(Middle)
505 3RD AVENUE EAST |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/31/2021 |
(Street)
ONEONTA, AL 35121
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A common stock | 3/31/2021 | | D(1) | | 36823 | D | $11.75 | 0 | D | |
Class A common stock | 3/31/2021 | | D(1) | | 164 | D | $11.75 | 0 | I | As UGMA custodian for granddaughter (2) |
Class A common stock | 3/31/2021 | | D(1) | | 164 | D | $11.75 | 0 | I | As UGMA custodian for granddaughter (2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Employee Stock Option (right to buy) | $9.22 | 3/31/2021 | | M | | | 3500 | 3/31/2021 | 3/31/2021 | Class A common stock | 3500 | (3) | 0 | D | |
Restricted Stock Unit | (4) | 3/31/2021 | | M | | | 5607 | 3/31/2021 | 3/31/2021 | Class A common stock | 5607 | (5) | 0 | D | |
Explanation of Responses: |
(1) | Disposed of at the effective time (the "Effective Time") of the merger (the "Merger") pursuant to the Agreement and Plan of Merger dated as of July 26, 2020 (the "Merger Agreement"), by and among Otelco Inc., a Delaware corporation (the "Company"), Future Fiber FinCo, LLC, a Delaware limited liability company (f/k/a Future Fiber FinCo, Inc.) ("Parent"), and Olympus Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent. |
(2) | These securities are held by Uniform Gifts to Minors Act accounts for the benefit of the reporting person's granddaughters. The reporting person is custodian of such accounts. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for Section 16 or for any other purpose. |
(3) | Pursuant to the Merger Agreement, each option to acquire the Company's Class A common stock (the "Company Option") outstanding as of immediately prior to the Effective Time, whether vested or unvested, was cancelled and converted into and became a right to receive an amount in cash, without interest, equal to (a) $11.75 (less the exercise price per share attributable to such Company Option) multiplied by (b) the total number of shares of Class A common stock issuable upon exercise in full of such Company Option (with Company Options whose exercise price was equal to or greater than $11.75 being cancelled for no consideration). |
(4) | Each restricted stock unit ("RSU") represents a right to receive one share of Otelco Inc. Class A Common Stock. |
(5) | Pursuant to the Merger Agreement, each RSU outstanding as of immediately prior to the Effective Time, whether vested or unvested, was cancelled and converted into and became a right to receive an amount in cash, without interest, equal to (a) $11.75 multiplied by (b) the total number of shares of Class A common stock subject to such RSU. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Garner Curtis Lee JR 505 3RD AVENUE EAST ONEONTA, AL 35121 |
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| Chief Financial Officer |
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Signatures
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/s/ Curtis L. Garner, Jr. | | 3/31/2021 |
**Signature of Reporting Person | Date |
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