Garner Curtis Lee JR Form 4 OTELCO / Curtis Lee Garner JR ownership change

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^*

Garner Curtis Lee JR

(Last) (First) (Middle)

505 3RD AVENUE EAST

(Street)

ONEONTA AL 35121

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
OTELCO INC. [ OTEL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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
Class A Common Stock	03/13/2018		M		12,043	A	(1)	36,188	D
Class A Common Stock	03/13/2018		F		4,540	D	$14.9	31,648	D
Class A Common Stock								164	I	As UGMA custodian for granddaughter(2)
Class A Common Stock								164	I	As UGMA custodian for granddaughter(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Restricted Stock Units	(1)	03/13/2018		M			5,645	(3)	(3)	Class A Common Stock	5,645	$0	5,646	D
Restricted Stock Units	(1)	03/13/2018		M			6,398	(4)	(4)	Class A Common Stock	6,398	$0	0	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a right to receive one share of Otelco Inc. Class A Common Stock.

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. The RSUs vest in three installments: 5,645 RSUs vested on March 13, 2017; 5,645 RSUs vested on March 13, 2018; and 5,646 RSUs vest on March 12, 2019.

4. The RSUs vested in three installments: 6,398 RSUs vested on March 14, 2016; 6,398 RSUs vested on March 13, 2017; and 6,398 RSUs vested on March 13, 2018.

	/s/ Curtis L. Garner, Jr.	03/15/2018
	** 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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