Andrews Dennis Keith 4
4 · OTELCO INC. · Filed Dec 23, 2004
Insider Transaction Report
Form 4
OTELCO INC.OTT
Andrews Dennis Keith
Vice Pres, Regulatory Affairs
Transactions
- Other
Options
2004-12-21−2,000→ 0 total→ Income Deposit Securities (2,799 underlying) - Sale
Class A Common Stock
2004-12-21$14.29/sh−1,015$14,502→ 1,784 total - Sale
Class B Common Stock
2004-12-21−175→ 0 total→ Income Deposit Securities (175 underlying) - Conversion
Class A Common Stock
2004-12-21+2,799→ 2,799 total - Conversion
Class B Common Stock
2004-12-21+175→ 175 total→ Income Deposit Securities (175 underlying)
Footnotes (10)
- [F1]The reported securities are included within 2,799 Income Deposit Securities ("IDSs"). Each IDS consists of one share of Class A common stock and one 13% senior subordinated note due 2019 with a $7.50 principal amount.
- [F10]The Class B common stock was repurchased by the issuer for $14.288 per share of Class B common stock.
- [F2]This is the sale price of the IDSs set forth in the repurchase agreement relating to the sale of the IDSs.
- [F3]Exchange ratio of 1.39950 IDSs and 0.08750 shares of Class B common stock per option.
- [F4]Pursuant to an option exchange agreement, the options were exchanged for IDSs and Class B common stock in connection with the issuer's conversion from a limited liability company to a corporation.
- [F5]The options were exchanged for IDSs and Class B common stock on December 21, 2004, the closing date of the offering of the IDSs.
- [F6]These represent the same 2,000 options disposed of as shown in the line above.
- [F7]The Class B common stock will be exchangable for IDSs beginning on December 21, 2006, subject to the satisfaction of certain conditions, including a financial test set forth in an investor rights agreement.
- [F8]None.
- [F9]The Class B common stock will be exchangable for IDSs on a 1 for 1 basis, subject to adjustment.