Statement of Changes in Beneficial Ownership (4)
31 Março 2021 - 5:39PM
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
*
Boles Jerry C |
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) SVP and Controller |
(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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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 (1) | | | 250 | 3/31/2021 | 3/31/2021 | Class A common stock | 250 | (2) | 0 | D | |
Restricted Stock Unit | (3) | 3/31/2021 | | M (1) | | | 1339 | 3/31/2021 | 3/31/2021 | Class A common stock | 1339 | (4) | 0 | D | |
Explanation of Responses: |
(1) | Converted 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) | 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 of the merger (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). |
(3) | Each restricted stock unit ("RSU") represents a right to receive one share of Otelco Inc. Class A Common Stock. |
(4) | 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 |
Boles Jerry C 505 3RD AVENUE EAST ONEONTA, AL 35121 |
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| SVP and Controller |
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Signatures
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/s/ Curtis L. Garner, Jr., Attorney-in-Fact | | 3/31/2021 |
**Signature of Reporting Person | Date |
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