4//SEC Filing
Garner Curtis Lee JR 4
Accession 0001104659-21-044811
CIK 0001288359other
Filed
Mar 30, 8:00 PM ET
Accepted
Mar 31, 4:36 PM ET
Size
14.5 KB
Accession
0001104659-21-044811
Insider Transaction Report
Form 4
OTELCO INC.OTEL
Garner Curtis Lee JR
Chief Financial Officer
Transactions
- Exercise/Conversion
Restricted Stock Unit
2021-03-31−5,607→ 0 totalFrom: 2021-03-31Exp: 2021-03-31→ Class A common stock (5,607 underlying) - Disposition to Issuer
Class A common stock
2021-03-31$11.75/sh−36,823$432,670→ 0 total - Disposition to Issuer
Class A common stock
2021-03-31$11.75/sh−164$1,927→ 0 total(indirect: As UGMA custodian for granddaughter) - Exercise/Conversion
Employee Stock Option (right to buy)
2021-03-31−3,500→ 0 totalExercise: $9.22From: 2021-03-31Exp: 2021-03-31→ Class A common stock (3,500 underlying) - Disposition to Issuer
Class A common stock
2021-03-31$11.75/sh−164$1,927→ 0 total(indirect: As UGMA custodian for granddaughter)
Footnotes (5)
- [F1]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.
- [F2]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.
- [F3]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).
- [F4]Each restricted stock unit ("RSU") represents a right to receive one share of Otelco Inc. Class A Common Stock.
- [F5]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.
Documents
Issuer
OTELCO INC.
CIK 0001288359
Entity typeother
Related Parties
1- filerCIK 0001310427
Filing Metadata
- Form type
- 4
- Filed
- Mar 30, 8:00 PM ET
- Accepted
- Mar 31, 4:36 PM ET
- Size
- 14.5 KB