SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol OTELCO INC. [ OTEL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 05/24/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) 05/24/2013 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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(1)(2) | 05/24/2013 | J(1)(2) | V | 2,656(3) | D | (1)(2) | 0 | D | ||
Class A common stock(1)(2) | 05/24/2013 | J(1)(2) | V | 531(4) | A | (1)(2) | 531(4) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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. On March 24, 2013, Otelco Inc. (the "Company") and each of its direct and indirect subsidiaries (together with the Company, the "Debtors") filed voluntary petitions for reorganization under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware in order to effectuate the Debtors' joint prepackaged plan of reorganization (the "Plan"). Prior to the effectiveness of the Plan, each share of the Company's common stock (the "Old Common Stock") was held as part of the Company's Income Deposit Securities ("IDSs"). Each IDS consisted of one share of Old Common Stock and one 13% senior subordinated note due 2019 with a $7.50 principal amount (a "Note"). |
2. On May 24, 2013, the Plan became effective, the outstanding shares of Old Common Stock were cancelled, the outstanding Notes, including the outstanding Notes constituting part of the IDSs, were cancelled and the holders of outstanding Notes, including Notes held through IDSs, received their pro rata share of the Company's new Class A common stock (the "New Common Stock"). This report is being filed to report the cancellation of the reporting person's Old Common Stock and the issuance of shares of New Common Stock to the reporting person. Each of the transactions reported on this report is exempt from the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 16b-7 under the Exchange Act. |
3. An aggregate of 105 shares of Old Common Stock were omitted from the reporting person's original Form 4 filing. After reasonable inquiry, the reporting person has been unable to determine when such shares were purchased and the price or prices at which such shares were purchased. |
4. An aggregate of 21 shares of New Common Stock were omitted from the reporting person's original Form 4 filing, and were also omitted from two other Form 4s filed by the reporting person after his original Form 4 was filed. |
/s/ Curtis L. Garner, Jr., Attorney-In-Fact | 02/22/2016 | |
** 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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |